SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C.  20549
                                        FORM 10-K

Annual Report Pursuant to Section 13 or 15(d) of the Securities 
Exchange Act of 1934.

For the fiscal year ended December 31, 1995

Commission file number 0-12508
                                   S&T BANCORP, INC.
               (Exact name of registrant as specified in its charter)

Pennsylvania                                      25-1434426
(State or other jurisdiction of                   (I.R.S. Employer 
incorporation of organization)                    Identification No.)

800 Philadelphia Street,Indiana, PA               15701
(Address of principal executive offices)          (Zip Code)

Registrant's telephone number,               
including area code                               (412)-349-2900

Securities registered pursuant to         
Section 12(b) of the Act:                         None

Securities registered pursuant to Section 12(g) of the Act:

                       Common Stock, Par Value $2.50 per share
                                (Title of class)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) 
has been subject to such filing requirements for the past 90 days.
requirements for the past 90 days   Yes   X   No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K ($229.405 of this chapter) is not contained herein,
and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III 
of this form 10-K or any amendment to this for 10-K.  {   }

The aggregate market value of the voting stock held by nonaffiliates 
of the registrant as of February 20, 1996:

Common Stock, $2.50 par value -   $287,736,904

The number of shares outstanding of the issuer's classes of common 
stock as of February 20, 1996:

Common Stock, $2.50 par value -   11,213,977 shares

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the annual shareholders report for the year ended 
      December 31, 1995 are incorporated by reference into Part II.

      Portions of the proxy statement for the annual shareholders meeting 
      to be held April 15, 1996 are incorporated by reference into Part III.

<PAGE>



PART I


ITEM 1. BUSINESS

General

  S&T Bancorp, Inc. (Company) was incorporated on March 17, 1983 under
the laws of the Commonwealth of Pennsylvania as a bank holding company
and has two wholly owned subsidiaries, S&T Bank and S&T Investment
Company, Inc.  The Company is registered as a bank holding company with
the Board of Governors of the Federal Reserve System under the Bank Holding
Company Act, as amended.

  As of December 31, 1995, the Company had $1.4 billion in total assets, 
$167 million in total shareholders' equity and $980 million in total deposits.
Deposits are insured by the Federal Deposit Insurance Corporation to the
full extent provided by law.

  Total trust assets were approximately $416 million at December 31, 1995.  
Trust services include services as executor and trustee under wills and deeds, 
and as guardian and custodian of employee benefit trusts.

  S&T Bank is a full service bank with its main office at 800 Philadelphia
Street, Indiana, Pennsylvania, providing service to its customers through 
a branch network of thirty-four offices located in Armstrong, Allegheny,
Indiana, Jefferson, Clearfield and Westmoreland counties.

  S&T Bank's services include accepting time and demand deposit accounts, 
making secured and unsecured commercial and consumer loans, providing
letters of credit, and offering discount brokerage services, personal financial
planning and credit card services.  S&T Bank has a relatively stable deposit
base and no material amount of deposits is obtained from a single depositor 
or group of depositors (including federal, state and local governments).  S&T
Bank does not experience significant fluctuations in deposits.

Employees

  As of December 31, 1995, S&T Bank had a total of 572 full-time 
equivalent employees.  S&T provides a variety of employment benefits
and considers its relationship with its employees to be good.

Supervision and Regulation

  The Company is under the jurisdiction of the Securities and Exchange
Commission and of state securities commissions for matters relating to
the offering and sale of its securities.  The Company is subject to the 
Securities and Exchange Commission's rules and regulations relating to 
periodic reporting to its shareholders, insider trading and proxy solicitation.

  The Company is also subject to the provisions of the Bank Holding 
Company Act of 1956 (the Act), as amended and to supervision by the 
Federal Reserve Board.  The Act requires the company to secure the prior
approval of the Federal Reserve Board before it can acquire more than 5%
of the voting shares of any bank other than its existing subsidiary.  The
Act also prohibits acquisition by the Company of more than 5% of the 
voting shares of, or interest in, or all or substantially all of the assets
of any bank located outside Pennsylvania unless such an acquisition is
specifically authorized by the laws of the state in which such bank is located.


<PAGE>



BUSINESS --Continued
                                         
  A bank holding company is prohibited under the Act from engaging in,
or acquiring direct or indirect control of more than 5% of the voting shares  
of any company engaged in nonbanking activities unless the Federal Reserve
Board, by order or regulation, has found such activities to be so closely  
related to banking or managing or controlling banks as to be a proper 
incident thereto.  In making determinations, the Federal Reserve Board
considers whether the performance of these activities by a bank holding 
company would offer benefits to the public which outweigh possible
adverse effects.  See Permitted NonBanking Activities.

  As a bank holding company, the Company is required to file with the 
Federal Reserve Board annual reports or any additional information as 
the Federal Reserve Board may require pursuant to the Act.  The Federal
Reserve Board also makes regular examinations of the Company and its
subsidiaries.

  Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Act on any extension of credit to the bank 
holding company or any of its subsidiaries, on investments in the stock or
other securities of the bank holding company or its subsidiaries, and on the 
taking of such stock or securities as collateral for loans to any borrower.

Permitted NonBanking Activities

  The Federal Reserve Board permits bank holding companies to engage in
nonbanking activities so closely related to banking or managing or controlling
banks so as to be a proper incident thereto.  The types of permissible 
activities are subject to change by the Federal Reserve Board.

 The Company is presently engaged in two nonbanking activities.  The first
one is S&T Investment Company, Inc., which is an investment holding 
company incorporated in the state of Delaware.  S&T Investment Company, Inc.
was formed in June 1988 for the purpose of holding and managing a group
of investments which were previously owned by S&T and to give the Company
additional latitude to purchase other investments, such as corporate 
preferred stocks.  The second is Commonwealth Trust Credit Life Insurance
Company which is located in Phoenix, Arizona.  The company, which is a joint
venture with a local financial institution, acts as a reinsurer for credit
life, accident and health insurance policies sold by the respective banks.
At December 31, 1995, S&T's share of the company's total assets and net
income for the year was $2,346,223 and $346,532, respectively.

   Federal Reserve Board approval is required before the Company or
a nonbank subsidiary of the Company may begin to engage in any of the
above activities and before any such business may be acquired.  The Federal
Reserve Board is empowered to differentiate between activities which are
initiated by a bank holding company or a subsidiary and activities commenced
by acquisition of a going concern.

Legislation

   As a state chartered bank, S&T is subject to regulations of 
the Federal Deposit Insurance Corporation (FDIC) and the Pennsylvania 
Department of Banking (PADB).  As an insured bank under the Federal Deposit
Insurance Act, S&T is also regulated by the FDIC.  Some of the aspects of
the lending and deposit business of S&T which are regulated include personal
lending, mortgage lending, and interest rates, both as they relate to lending
and interest paid on deposits and reserve requirements.  Representatives
of the FDIC and PADB regularly conduct examinations of S&T's affairs and
records, and S&T must furnish quarterly reports to the FDIC and the PADB.


<PAGE>

BUSINESS--Continued

Competition

  All phases of S&T Bank's business are highly competitive.  S&T Bank's market
area is western Pennsylvania, with a representation in Indiana, Armstrong,
Allegheny, Jefferson, Clearfield and Westmoreland counties.  S&T Bank
competes with those local commercial banks which have branches and customer
calling programs in its market area.  S&T Bank considers its major 
competitors to be National Bank of the Commonwealth, headquartered in 
Indiana, Pennsylvania;  PNC Bank, N.A. headquartered in Pittsburgh, 
Pennsylvania; Laurel Bank, headquartered in Johnstown, Pennsylvania; People's
Bank, headquartered in Ford City, Pennsylvania; Indiana First Savings Bank
headquartered in Indiana, Pennsylvania; Deposit Bank, headquartered
in DuBois, Pennsylvania; Clearfield Bank and Trust Company,
headquartered in Clearfield, Pennsylvania and Marion Center National Bank,
headquartered in Marion Center, Pennsylvania.  The proximity of Indiana
to metropolitan Pittsburgh results in a significant impact on the S&T
market because of media influence and penetration by larger financial
institutions.

  Under the Community Reinvestment Act of 1977, the FDIC is required to
assess the records of all financial institutions regulated by it to 
determine if these institutions meet the credit needs of the community
(including low and moderate income neighborhoods) served by them and to
take this record into account in its evaluation of any application made
by any such institution for, among other things, approval of a branch or
other deposit facility, office relocation, or the merger with or acquisition
of assets of another bank.

  As a consequence of the extensive regulation of commercial banking 
activities in the United States, S&T's business is particularly susceptible
to being affected by federal and state legislation and regulations which
may have the effect of increasing the costs of doing business.

  A subsidiary bank of a bank holding company, such as S&T, is subject to
certain restrictions imposed by the Federal Reserve Act on any extensions
of credit to the bank holding company or any of its subsidiaries, on
investment in the stock or other securities of the bank holding company
or its subsidiaries, and on the taking of such stock or securities
as collateral for loans to any borrower.  Federal Reserve Board regulations
also place certain limitations and reporting requirements on extensions
of credit by a bank to principal shareholders of its parent holding company,
among others, and to related interests of such principal shareholders.  In
addition, such legislation and regulations may affect the terms upon which 
any person becoming a principal shareholder of a bank holding company may
obtain credit from banks with which the subsidiary bank maintains a
correspondent relationship.  Furthermore, federal legislation prohibits
acquisition of control of a bank holding company without prior notice 
to the Federal Reserve Board.

Monetary Policy

  The earnings of S&T are affected by the policies of regulatory authorities
including the Board of Governors of the Federal Reserve System, the FDIC
and PADB.  An important function of the Federal Reserve System is to provide
an environment that is conducive to stable economic growth.  Among the
instruments used to implement these objectives are open market operations
in U.S. Government securities, changes in reserve requirements against bank
deposits and limitations on interest rates that banks may pay on time and
savings deposits.  These instruments are used in varying combinations to
influence overall growth and distribution of bank loans, investments and
deposits, and their use may also affect interest rates charged on loans
or paid deposits.

  The policies and regulations of the Federal Reserve Board have had and
will probably continue to have a significant effect on S&T's deposits,
loans and investment growth, as well as the rate of interest earned and
paid, and are expected to affect S&T's operations in the future.  The effect
of such policies and regulations upon the future business and earnings
of S&T cannot accurately be predicted.


<PAGE>

    BUSINESS--Continued

    Distribution of Assets, Liabilities and Shareholders' Equity;
    Interest Rates and Interest Differential.

      The following discussion and analysis is presented so that shareholders
    may review in further detail the financial condition and results of
    operations of S&T Bancorp, Inc. and subsidiaries (S&T).  This discussion
    and analysis should be read in conjunction with the consolidated financial
    statements, selected financial data and management's discussion and 
    analysis incorporated by reference.  References to assets and liabilities
    and changes thereto represent daily average balances for the periods
    discussed, unless otherwise noted.

      Net interest income represents the difference between the interest
    and fees earned on interest-earning assets and the interest paid on
    interest-bearing liabilities.  Net interest income is affected by changes
    in the volume of interest-earning assets and interest-bearing liabilities
    and changes in interest yields and rates.  Interest on loans to and 
    obligations of state, municipalities and other public entities is not  
    subject to federal income tax.  As such, the stated (pre-tax) yield on these
    assets is lower than the yields on taxable assets of similar risk and
    maturity.  In order to make the pre-tax income and resultant yields
    comparable to taxable loans and investments, a taxable equivalent 
    adjustment was added to interest income in the tables below.  This 
    adjustment has been calculated using the U.S. federal statutory income 
    tax rate of 35% for 1995, 1994 and 1993.  The following table demonstrates
    the amount that has been added to interest income per the 
    summary of operations.

<TABLE>
<CAPTION>
                                              Year Ended December 31 

                                         1995          1994          1993
                                             (In thousands of dollars)
   <S>                            
    Interest income per consolidated<C>            <C>           <C>
       statements of income          $107,017       $92,654       $86,923
    Adjustment to fully taxable
      equivalent basis                  2,871         2,740         2,829

    Interest income adjusted to fully
      taxable equivalent basis        109,888        95,394        89,752
    Interest expense                   49,998        39,346        36,965

    Net interest income adjusted to fully
      taxable equivalent basis        $59,890       $56,048       $52,787
</TABLE>


<PAGE>

BUSINESS - Continued

Average Balance Sheet and Net Interest Income Analysis

<TABLE>
<CAPTION>
                                                                 December 31,
                                              1995                   1994                      1993

                                     Average         Yield  Average         Yield    Average              Yield/
                                     Balance Interest Rate  Balance Interest Rate    Balance  Interest     Rate
                                                              (In thousands of dollars)

ASSETS
<S>
Interest-earning assets:         <C>        <C>      <C>  <C>       <C>      <C>  <C>        <C>         <C>         
 Loans (1)                          $949,896 $86,428  9.10% $844,222 $71,575  8.48% $732,255  $62,628     8.55%
 Taxable investment securities       294,575  20,483  6.95%  302,663  20,189  6.67%  314,566   23,061     7.33%
 Tax-exempt investment securities     31,132   2,784  8.94%   35,715   3,335  9.34%   39,153    3,734     9.41%
 Interest-earning deposits with banks  1,744     143  8.20%    3,267     281  8.60%    3,420      297     8.68%
 Federal funds sold                      847      50  5.90%      295      13  4.41%    1,032       32     3.10%
Total interest-earning assets      1,278,194 109,888  8.60%1,186,162  95,393  8.04%1,090,426   89,752     8.23%

Noninterest-earning assets:
 Cash and due from banks              31,651                  32,940                  28,716
 Premises and equipment, net          14,719                  15,033                  13,053
 Other assets                         21,423                  17,244                  20,338
Less allowance for loan losses       (15,028)                (13,914)                (13,032)
                                  $1,330,959              $1,237,465              $1,139,501

LIABILITIES AND SHAREHOLDERS' EQUITY

Interest-bearing liabilities:
 Demand deposits                     $94,332  $1,502  1.59% $100,336  $1,650  1.64%  $98,714   $2,121     2.15%
 Money market accounts               112,230   4,516  4.02%  110,491   3,346  3.03%  109,252    2,929     2.68%
 Savings deposits                    133,056   3,173  2.38%  146,284   3,452  2.36%  141,178    3,749     2.66%
 Time deposits                       484,314  27,494  5.68%  444,521  22,793  5.13%  455,355   23,968     5.26%
 Federal funds purchased               7,851     474  6.04%   11,952     524  4.38%    9,294      290     3.12%
 Securities sold under agreements
   to repurchase                      88,485   4,978  5.63%   69,141   2,893  4.18%   41,468    1,450     3.50%
 Other borrowed funds                135,278   7,861  5.81%   99,453   4,687  4.71%   66,094    2,458     3.72%
Total interest-bearing liabilities 1,055,546  49,998  4.74%  982,178  39,345  4.01%  921,355   36,965     4.01%

Noninterest-bearing liabilities:
 Demand deposits                     105,209                 102,779                  91,339
 Other                                15,248                  11,001                  11,257

Shareholders' equity                 154,956                 141,507                 115,550
                                  $1,330,959              $1,237,465              $1,139,501

Net interest income                  $59,890                 $56,048                  $52,787
Net yield on interest-earning assets                 4.77%                   4.79%                       4.84%
</TABLE>

(1) For the purpose of these computations, nonaccruing loans are included
in the daily average loan amounts outstanding.  Loan fees are included 
in the interest amounts and are not material.


<PAGE>


    Item 1. BUSINESS--Continued

         The following tables set forth for the periods indicated
    a summary of the changes in interest earned and interest paid 
    resulting from changes in volume and changes in rates:

<TABLE>
<CAPTION>
                                  1995 Compared to 1994        1994 Compared to 1993
                               Increase (Decrease) Due to (1) Increase (Decrease) Due to (1)
                                          

                                Volume  Rate   Net             Volume  Rate    Net
<S>                                         (In thousands of dollars)
Interest earned on:            <C>     <C>   <C>              <C>      <C>   <C>
 Loans                          $8,959  $656  $9,615           $9,576  ($83)  $9,493
 Taxable investment securities    (790)  (44)   (834)          (2,225)   69   (2,156)
 Tax-exempt investment securities (428)   18    (410)            (328)    7     (321)
 Interest-earning deposits        (131)    6    (125)             (13)    0      (13)
 Federal funds sold                 24     8      32              (23)  (10)     (33)
Total interest-earning assets   $7,634  $644  $8,278           $6,987  ($17)  $6,970


Interest paid on:
 Demand deposits                  ($99)   $3    ($96)             $35   ($8)     $27
 Money market accounts              53    17      70               33     4       37
 Savings Deposits                 (312)   (3)   (315)             136   (15)     121
 Time deposits                   2,040   219   2,259             (570)   15     (555)
 Securities sold under agreements
   to repurchase                   809   279   1,088              968   190    1,158
 Other borrowed funds            1,484   364   1,848            1,313   372    1,685
Total interest-bearing          $3,975  $879   4,854           $1,915  $558    2,473
 liabilities
Change in net interest income                 $3,424                          $4,497

</TABLE>


(1) The change in interest due to both volume and rate has been 
    allocated to volume and rate changes in proportion to the relationship
    of the absolute dollar amounts of the change in each.

<PAGE>


Item 1. BUSINESS--Continued

INFLATION AND CHANGING INTEREST RATES

   The majority of assets and liabilities of a financial institution are
monetary in nature and therefore differ greatly from most commercial and 
industrial companies that have significant investments in fixed assets or
inventory.  Fluctuations in interest rates and the efforts of the 
Federal Reserve Board to regulate money and credit conditions have a greater
effect on a financial institution's profitability than do the effects of 
higher costs for goods and services.  Through its asset/liability management
function, S&T is positioned to cope with changing interest rates and 
inflationary trends.

  Interest rate risk at a given point in time is portrayed by the interest
rate sensitivity position ("gap").  The cumulative gap represents the net
position of assets and liabiities subject to repricing in specified time
periods.  The gap presented at any point in time is one measure of the
risk inherent in the existing balance sheet structure as it relates to
potential changes in net interest income.  Gap alone does not accurately
measure the magnitude of changes in net interest income since changes
in interest rates do not affect all categories of assets and liabilities
equally or simultaneously.  The following table shows the Company's gap
position at December 31, 1995.







Interest Rate Sensitivity

<TABLE>
<CAPTION>
                                                        Rate Sensitive 
                                                  (In thousands of dollars)
                                  1 to 90  91 to 180 181 to 365 1 to 2   Beyond 
<S>                                Days      Days     Days     Years   2 Years    Total
                               <C>        <C>      <C>      <C>      <C>        <C>         
Loans                            $380,702   $45,733 $102,242 $102,415 $329,789   $960,881
Interest-earning deposits              51                                              51
Investment securities              17,191    29,857   26,204   64,898  212,190    350,340
Other assets                                                            89,430     89,430
   Total Assets                  $397,944   $75,590 $128,446 $167,313 $631,409 $1,400,702


Demand deposits                                                       $116,054   $116,054
Interest-bearing deposits        $109,629  $192,032  $95,928 $204,125  261,857    863,571
Wholesale repurchase agreements    48,420                                          48,420
Retail repurchase agreements       74,059       315                                74,374
Federal Funds Purchased               325                                             325
Long-term Borrowing                15,327                      36,000   45,618     96,945
Other Liabilities                   2,361                               31,705     34,066
Shareholders' equity                                                   166,947    166,947 Liabilities and        
 Shareholders' Equity            $250,121  $192,347  $95,928 $240,125 $622,181 $1,400,702

Interest Rate Sensitivity        $147,823 ($116,757) $32,518 ($72,812)  $9,228   
Cumulative gap                  ($147,823) ($31,066)($63,584)  $9,228
</TABLE>


<PAGE>


Item 1. BUSINESS-- Continued

<TABLE>
<CAPTION>
Securities 
The following table sets forth the carrying amount of securities 
  at the dates indicated:                                    December 31
<S>                                                  1995       1994      1993
Available for Sale                                   (In thousands of dollars)
                                                <C>        <C>        <C>
Marketable equity securities                      $64,223    $46,418    $30,184
Obligations of U.S. government corporations
  and agencies                                    177,582
Collateralized mortgage obligations of
  U.S. government corporations and agencies        11,035      4,550      5,165
U.S. Treasury securities                           53,198     67,936    107,385
Corporate securities                                  190
Other securities                                    9,115
        TOTAL                                    $315,343   $118,904   $142,734
Investment Securities
U.S. Treasury bonds and obligations of
  U.S. government corporations and agencies                 $130,456   $126,435
Collateralized mortgage obligations of
  U.S. government corporations and agencies                   14,451     23,317
Obligations of states and political subdivision    31,412     32,816     38,513
Corporate securities                                2,493      4,038      3,937
Other securities                                    1,092      5,459      4,193
        TOTAL                                     $34,997   $187,220   $196,395
</TABLE>

     During the fourth quarter of 1995, management reclassified the securities
portfolio allowed by the "one time" amnesty per Financial Accounting
Standards Board Statement No. 115.  The reclassified securities were
from the held to maturity category to the available for sale category.  The
transfered securities had an amortized cost of $154.2 million and a market
value of $159.5 million.  The resulting net of tax effect of the  
reclassification to S&T's equity was $3.4 million.

     The following table sets forth the maturities of securities at   
December 31, 1995, and the weighted average yields of such securities   
(calculated on the basis of the cost and effective yields weighted for 
the scheduled maturity of each security).  Tax-equivalent adjustments
(using a 35% federal income tax rate) for 1995 have been made in   
calculating yields on obligations of state and political subdivisions.      
 

<TABLE>
                                                                                Maturing
                                           Within       After One But        After Five But       After     No Fixed
                                          One Year     Within Five Years     Within Ten Years    Ten Years  Maturity
<S>                                     Amount  Yield    Amount  Yield      Amount  Yield     Amount  Yield  Amount
Available for Sale                                                    (In thousands of dollars)             <C>   
Marketable equity securities                                                                                 $64,223
Obligations of U.S. government        <C>      <C>     <C>      <C>       <C>      <C>      
  corporations and agencies            $15,249  6.90%   $87,520  7.21%     $74,813  7.57%
Collateralized mortgage obligations
  of U.S. goverment corporations
  and agencies                                           11,035  8.38%
U.S. Treasury securities                21,223  7.09%    25,101  8.28%       6,874  7.81%
Corporate securities                                        100  8.10%          90  8.25%
Other securities                                                                            <C>                9,115
  TOTAL                                $36,472         $123,756            $81,777               $0          $73,338

Investment Securities
Obligations of states and political 
  subdivisions                             930  6.47%     8,256  5.87%     $16,915  5.79%     5,311   5.59% 
Corporate securities                       496  9.00%                        1,997  9.90%       
Other securities                                                                                              $1,092
  TOTAL                                 $1,426           $8,256            $18,912           $5,311           $1,092

</TABLE>


<PAGE>

Item 1. BUSINESS-- Continued

Loan Portfolio

     The following table shows the Company's loan distribution at the
end of each of the last five years:

<TABLE>
<CAPTION>
                                                  December 31
                                 1995      1994      1993      1992      1991
                                           (In thousands of dollars)
<S>
Domestic Loans:
 Commercial, financial      <C>       <C>       <C>       <C>       <C>
   and agricultural          $234,779  $197,028  $178,723  $175,475  $192,991
 Real estate-construction      23,712    32,714    23,705     9,400     2,768
 Real estate-mortgage         569,143   543,894   457,462   374,055   298,570
 Installment                  149,185   150,772   136,819   133,124   124,001
TOTAL LOANS                  $976,819  $924,408  $796,709  $692,054  $618,330

</TABLE>


     The following table shows the maturity of loans (excluding residential
mortgages of 1-4 family residences and installment loans) outstanding
as of December 31, 1995.  Also provided are the amounts due after one
year classified according to the sensitivity to changes in interest rates.


<TABLE>
<CAPTION>
                                                            Maturing
                           Within     After One But           After
                          One Year  Within Five Years      Five Years  Total
<S>                                        (In thousands of dollars)
Commercial, financial    <C>          <C>                 <C>       <C>
  and agricultural        $153,174       $58,394             $23,211 $234,779
Real estate-construction     7,889         6,028               9,795   23,712
Real estate-mortgage        23,762        59,464             108,659  191,885
  TOTAL                   $184,825      $123,886            $141,665 $450,376




Fixed interest rates                     $44,210             $44,266             
Variable interest rates                   79,676              97,399
  TOTAL                                 $123,886            $141,665

</TABLE>


<PAGE>

Item 1. Business - Continued

The following table summarizes the Company's nonaccrual, past due and 
restructured loans:

                                     December 31
                        1995    1994    1993    1992    1991
                             (In thousands of dollars)

Nonaccrual loans      $2,844  $1,922  $2,481  $2,983  $3,915

Accruing loans past
 due 90 days or more      $0      $0    $323    $605  $1,178

  At December 31, 1995, $2,844,000 of nonaccrual loans were secured.
Interest income that would have been recorded under original terms totaled 
$242,000.  No interest income was recorded on these loans.  It is the
Company's policy to place loans on nonaccrual status when the interest and
principal is 90 days or more past due.  There are no foreign loan amounts
required to be included in this table.  There were no restructured loans
in the periods presented.

Potential Problem Loans

  At December 31, 1995, the Company had no known mataerial loans where
payments were presently current or less than 90 days past due, yet the
borrowers were experiencing severe financial difficulties.  Management
continues to review and evaluate all loans with Senior Loan Committee
on an ongoing basis so that potential problems can be addressed
immediately.


<PAGE>


BUSINESS--Continued
Summary of Loan Loss Experience

This table summarizes the Company's loan loss experience for each of 
the five years ended December 31:

<TABLE>
<CAPTION>
                                          Year Ended December 31
                                 1995     1994     1993     1992     1991
                                         (In thousands of dollars)
<S>                          <C>      <C>      <C>       <C>      <C>
Balance at January 1:         $14,331  $13,480  $12,029   $9,321   $8,878

  Charge-offs:
  Commercial, financial
    and agricultural            1,054    2,287    1,185    1,469    2,613
  Real estate-mortgage            325      239      644      553      590
  Installment                   1,510    1,201      835    1,349    1,517
                                2,889    3,727    2,664    3,371    4,720

  Recoveries:
  Commercial, financial
    and agricultural              288      505      241       51       52
  Real estate-mortgage            104      156      171       19       20
  Installment                     304      417      103      231      158
                                  696    1,078      515      301      230
  Net charge-offs               2,193    2,649    2,149    3,070    4,490
  Provision for loan losses     3,800    3,500    3,600    5,778    4,333
  Reserve on acquired loans         0        0        0        0      600
  Balance at December 31:     $15,938  $14,331  $13,480  $12,029   $9,321

  Ratio of net charge-offs
  to average loans outstanding   0.23%    0.31%    0.29%    0.48%    0.76%
</TABLE>

  Management evaluates the degree of loss exposure based on continuous
detailed reviews of commercial and real estate loans.  Problem loans 
which are identified are monitored very closely by S&T management.
Installment and mortgage loans are monitored using delinquency levels,
nonaccrual loan balances and current charge-offs.  These analyses and
continuous monitoring of other risk elements such as nonaccrual and past
due loans are factors considered in determining the amount of the 
allowance for loan losses.

  Management completes the aforementioned review and analysis to 
determine the adequacy of the allowance for loan losses on a quarterly
basis.  The provision for loan losses represents an amount that is
sufficient to maintain the reserve at a level necessary to meet present
and potential risk characteristics of the loan portfolio.  Based on 
continual evaluation of loan quality and assessment of risk
characteristics, management believes that the allowance for loan losses
is adequate to absorb probable loan losses.


<PAGE>

  Item 1. BUSINESS--Continued

    This table shows allocation of the allowance for loan losses 
  as of the end of each of the last five years:

<TABLE>
<CAPTION>
                         December 31,1995   December 31,1994    December 31,1993    December 31,1992   December 31, 1991
                               Percent of        Percent of        Percent of         Percent of         Percent of
                               Loans in          Loans in          Loans in           Loans in           Loans in
                               Each              Each              Each               Each               Each
                              Category to        Category to       Category to        Category to        Category to
                        Amount Total Loans Amount Total Loans Amount Total Loans Amount  Total Loan Amount Total Loans
<S>                                                        (In thousands of dollars)
Commercial, financial <C>           <C>  <C>         <C>   <C>         <C>    <C>            <C>  <C>           <C>            
 and agricultural       $8,335        24%  $9,376       21%  $9,304       23%   $7,249        25%  $5,155         31%
Real estate-constructi       0         3%       0        4%       0        3%        0         1%       0          0%
Real estate-mortgage       701        58%     732       59%     678       57%      606        54%     464         49%
Installment              1,627        15%   1,381       16%   1,193       17%    1,125        19%     868         20%
Unallocated              5,275         0%   2,842        0%   2,305        0%    3,049         1%   2,834          0%
   TOTAL               $15,938       100% $14,331      100% $13,480      100%  $12,029       100%  $9,321        100%
</TABLE>


  Deposits

     The daily average amount of deposits and rates paid on such 
  deposits is summarized for the periods indicated in the following
  table:

<TABLE>
<CAPTION>
                                     Year Ended December 31
                             1995           1994          1993

                       Amount    Rate  Amount   Rate  Amount    Rate
<S>                                 (In thousands of dollars)
Noninterest-bearing   <C>       <C>  <C>       <C>   <C>       <C>
 demand deposits       $105,209       $102,779        $91,339
Interest-bearing
 demand deposits         94,332  1.59% 100,336  1.64%  98,714   2.15%
Money market accounts   112,230  4.02% 110,491  3.03% 109,252   2.68%
Savings deposits        133,056  2.38% 146,284  2.36% 141,178   2.66%
Time deposits           484,314  5.68% 444,521  5.13% 455,355   5.26%
 TOTAL                 $929,141       $904,411       $895,838

</TABLE>

     Maturities of time certificates of deposit of $100,000 
  or more outstanding at December 31, 1995, are summarized
  as follows:(In thousands of dollars)


<TABLE>
<CAPTION>
              <S>                           <C>
               3 Months or less              $31,200
               Over 3 through 6 months         4,847
               Over 6 through 12 months        7,274
               Over 12 months                 28,700
                      TOTAL                  $72,021

</TABLE>


<PAGE>


Item 1. BUSINESS--Continued

Return on Equity and Assets

   The table below shows consolidated operating and capital ratios
of the Company for each of the last three years:

<TABLE>
<CAPTION>
                                              Year Ended December 31
                                              1995     1994     1993
        <S>                                 <C>      <C>      <C>
         Return on average assets             1.54%    1.49%    1.43%
         Return on average equity            13.21%   13.03%   14.14%
         Dividend payout ratio               38.43%   34.85%   32.28%
         Equity to asset ratio               11.92%   10.94%   10.00%
</TABLE>

Short-Term Borrowings

   The following table shows the distribution of the Company's short-term 
borrowings and the weighted average interest rates thereon at the end
of each of the last three years.  Also provided are the maximum 
amount of borrowings and the average amounts of borrowings as well 
as weighted average interest rates for the last three years.

<TABLE>
<CAPTION>
                                                   Federal Funds
                                                   Purchased and
                                                     Securities
                                                     Sold Under
                                                     Agreements
                                                   to Repurchase
        <S>                                     (In thousands of dollars)
         Balance at December 31:                  <C>
            1995                                   $123,119
            1994                                    189,461
            1993                                    149,931
            
         Weighted average interest rate at year end:
            1995                                       5.57%
            1994                                       5.58%
            1993                                       3.26%

         Maximum amount outstanding at any month's end:
            1995                                   $195,811
            1994                                    219,614
            1993                                    169,391

         Average amount outstanding during the year:
            1995                                   $158,072
            1994                                    160,539
            1993                                    102,862

         Weighted average interest rate during the year:
            1995                                       5.79%
            1994                                       4.25%
            1993                                       3.27%
</TABLE>

  S&T defines repurchase agreements with its retail customers as retail
REPOs; wholesale REPOs are those transacted with other banks and 
brokerage firms with terms normally ranging from 1 to 14 days.


<PAGE>

Item 1. BUSINESS-Continued

CAPITAL

   The leverage ratio of total equity to total assets and allowance 
for loan losses, one measure of capital adequacy, was 10.4% in 1995 and
10.2% in 1994.  The 1995 regulatory minimum guideline leverage ratio 
is 3.0%.  S&T's risk based capital Tier I and Tier II ratios were 13.7%
and 15.0%, respectively, at December 31, 1995, which places S&T well
above the Federal Reserve Board's risk-based capital guidelines of 
4.0% and 8.0% for Tier I and Tier II, respectively.  In addition, 
management believes that S&T has the ability to raise additional 
capital if necessary.

    S&T sponsors an Employee Stock Ownership Plan (ESOP).  The ESOP
shares are allocated to employees as part of S&T's contribution to its
employee thrift and profit sharing plans.  At December 31, 1995,
34,000 unallocated shares were held by the ESOP.  During the fourth quarter of 
1994, S&T announced a program to annually acquire up to 3% of its
common stock as treasury shares.  In 1995, S&T acquired 97,689 treasury 
shares on the open market and used 74,820 treasury shares to fund the
employee stock option plan, its dividend reinvestment plan for
shareholders and other general corporate purposes.  The stock
repurchase program was also reaffirmed in the fourth quarter of 1995 for 1996.

S&T adopted an Incentive Stock Plan in 1992 (Stock Plan) that provides for
for granting incentive stock options, nonstatutory stock options and stock
appreciation rights (SARs).  On October 17, 1994, the Stock Plan was amended
to include outside directors.  The Stock Plan covers a maximum of 600,000
shares of S&T stock and expires ten years from the date of board approval.
The following table summarizes the changes in nonstatutory stock options
outstanding during 1995, 1994, 1993 and 1992:

<TABLE>
<CAPTION>
                                              12/31/95
                                             Nonstatutory
                                            Stock Options      Excercise
Date      Issued           Excercised        Outstanding        Price/Share
   <C>   <C>                 <C>             <C>                  <C>
    1992   58,000             4,000             54,000             $13.62
    1993   70,000                               70,000              17.25
    1994  122,500                              122,500              19.00
    1995  165,000                              165,000              26.25
Total     415,500             4,000            411,500
</TABLE>

As of December 31, 1995, 165,000 nonstatutory stock options are not 
  excercisable.

Risk-Based Capital and Leverage Ratios (as defined by federal regulators)
(In thousands of dollars)
December 31:

<TABLE>
<CAPTION>
<S>
CAPITAL COMPONENTS                                1995               1994
                                           <C>                 <C>
    Tier I                                    $144,704           $132,666
    Total risk-based                           157,882            145,361
ASSETS
   Risk Weighted assets                     $1,054,204          1,015,630
   Average tangible assets                   1,330,464          1,236,595
CAPITAL RATIOS
   Tier I risk-based capital                     13.73%             13.05%
   Total risk-based capital                      14.98%             14.30%
   Leverage                                      10.38%             10.21%
MINIMUM REGULATORY GUIDELINES
   Tier I risk-based capital                      4.00%              4.00%
   Total risk-based capital                       8.00%              8.00%
   Leverage                                       3.00%              3.00%

</TABLE>


<PAGE>





I
tem 2. PROPERTIES

     The Company operates thirty-four banking offices in Indiana,
Armstrong, Allegheny, Jefferson, Clearfield, Westmoreland and 
surrounding counties in Pennsylvania.  The Company owns land 
and banking offices at the following locations:  800 Philadelphia
Street, 645 Philadelphia Street and 2175 Route 286, South in Indiana;  
Route 119 South & Lucerne Road and 34 North Main Street in Homer City; 539
West Mahoning Street, 100 West Mahoning Street and 232 North Hampton Avenue in
Punxsutawney; 133 Philadelphia Street in Armagh; Route 119 South in Black Lick;
256 Main Street and Route 36 & I-80 in Brookville; 456 Main Street
in Brookway; Route 28 & Carrier Street in Summerville; 602 Salt
Street in Saltsburg; 12-14 West Long Avenue, 35 West Scribner Avenue, 
Treasure Lake and 614 Liberty Boulevard in DuBois; 418 Main Street in 
Reynoldsville; 205 East Market Street in Blairsville; 85 Greensburg Street in
Delmont; 100 Chestnut Street in Derry;  Second Avenue and Hicks Street in
Leechburg;  109 Grant Avenue in Vandergrift and 100 South Fourth Street
in Youngwood.  Land is leased where the Company owns the banking office at
1107 Wayne Avenue and remote ATM building at 435 South Seventh Street
and 1176 Grant Street, all in Indiana.  In addition, the Company
leases land and banking offices at the following locations: Chestnut
Ridge Plaza in Blairsville; 324 North Fourth Street and 2850 Route 286 South in
Indiana; the Mall Office in DuBois, 229 Westmoreland Mall; 2320 Route 286 in 
Holiday Park; Route 268 Hilltop Plaza in Kittanning and a remote ATM location 
at the Main Street Mall in DuBois.


Item 3. LEGAL PROCEEDINGS

     The nature of the Company's business generates a certain 
amount of litigation involving matters arising in the ordinary
course of business.  However, in the opinion of management, there
are no proceedings pending to which the Company is a party or to
which its property is subject, which, if detemined adverse, would
be material in relation to its shareholders' equity or financial
condition.  In addition,no material proceedings are pending nor
are known to be threatened or contemplated against the Company
by governmental authorities or other parties.


Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     There were no matters during the fourth quarter of the fiscal
year covered by this report that were submitted to a vote of the 
security holders through solicitation of proxies of otherwise.


PART II

Item 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED SHAREHOLDER 
        MATTERS

     Stock Prices and Dividend Information on page 47 and Dividend
and Loan Restrictions on page 40 of the Annual Report for the 
year ended December 31, 1995, are incorporated herein by reference.



Item 6. SELECTED FINANCIAL DATA

     Selected Financial Data on page 47 of the Annual Report for 
the year ended December 31, 1995, is incorporated herein by reference.


<PAGE>




Item 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND  
        RESULTS OF OPERATIONS

     Management's Discussion and Analysis of Financial Condition
and Results of Operations on pages 49 through 58 of the Annual
Report for the year ended December 31, 1995, is incorporated 
herein by reference.


Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

     The Consolidated Financial Statements, Report of Independent
Auditors and Quarterly Selected Financial Data on pages 28 through
46 and 48 of the Annual Report for the year ended December 31, 1995,
are incorporated herein by reference.


Item 9. CHANGES AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
        FINANCIAL DISCLOSURES

     There have been no changes in accountants or disagreements with
accountants on accounting and financial disclosures.


PART III


Item 10.DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Election of Directors on pages 12 through 13 of the proxy statement for 
the April 15, 1996 annual meeting of shareholders are incorporated herein by 
reference.

<TABLE>
<CAPTION>
                              Executive Officers
                                                   Number of
                                                   Shares
                         For the         Officer   Beneficially
        Name             Corporation       Since   Owned *      Age
       <C>              <C>                <C>     <C>          <C>
        Robert D. Duggan Chairman,          1983    76,886       63
                         President, Chief
                         Executive Officer
                         and Director

        James C. Miller  Executive Vice     1983    48,464       50
                         President and
                         Director

        James G. Barone  Secretary          1992    20,578       48
                         and Treasurer

        Robert E. Rout   Chief Financial    1993    13,922       43
                         Officer 

        Bruce W. Salome   Vice              1991    20,491       49
                         President

        Edward C. Hauck  Vice               1991    16,761       43
                         President


<PAGE>

                                Executive Officers (continued)

                                                    Number of
                                                    Shares
                         For the           Officer  Beneficially  
               Name      Corporation       Since    Owned *     Age
       <C>              <C>                <C>     <C>          <C>
       David L. Krieger  Vice                1984    22,625       52
                         President

       Edward A. Onderick Vice               1989    15,328       51
                          President

       J. Jeffrey Smead   Vice               1992    17,075       44
                          President, Formerly
                          Executive Vice
                          President of First
                          National Bank of
                          Pennsylvania

       William H. Klumpp  Vice               1994    12,015       52
                          President, Formerly
                          Senior Vice President
                          of Huntington National
                          Bank





        *Includes vested stock options


<PAGE>


Item 11.EXECUTIVE COMPENSATION

           Remuneration of Executive Officers on pages 6 through 9 of
        the proxy statement for the April 15, 1996, annual meeting of
        shareholders is incorporated herein by reference.


Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
        MANAGEMENT

           Principal Beneficial Owners of Common Stock on page 4 of the
        proxy statement for the April 15, 1996, annual meeting of 
        shareholders is incorporated herein by reference.


Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

           Transactions with Management and Others on page 10 and 11 of the
        proxy statement for April 15, 1996, annual meeting with shareholders
        is incorporated herein by reference.


PART IV


Item 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

         (a)  List of financial statements and financial statement schedules

      (1)  The following Consolidated Financial Statements and Report of 
        Independent Auditors of S&T Bancorp, Inc. and subsidiaries included
        in the annual report of the registrant to its shareholders for
        the year ended December 31, 1995, are incorporated by reference
        in Part II, Item 8:

                                                                      Page
                                                                    Reference
        Report of Ernst & Young LLP,  Independent Auditors                46

        Consolidated Balance Sheets
             December 31, 1995 and 1994                                   28

        Consolidated Statements of Income
             Years ended December 31, 1995, 1994 and 1993                 29

        Consolidated Statements of Changes in Shareholders' Equity
             Years ended December 31, 1995, 1994 and 1993                 30

        Consolidated Statements of Cash Flows
             Years ended December 31, 1995, 1994 and 1993                 31


        Notes to Consolidated Financial Statements
             December 31, 1995                                         32-45

        Quarterly Selected Financial Data                                 48


<PAGE>

I
tem 14.EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
        (Continued)

      (2)   Schedules to the consolidated financial statements required 
        by Article 9 of Regulation S-X are not required under the related
        instructions or are inapplicable, and therefore have been omitted.

      (3)   Listings of Exhibits - See Item 14 (c) below

          (b)  Reports on Form 8-K

               None
 
          (c)  Exhibits

      (3.1)     Articles of Incorporation of S&T Bancorp, Inc. filed as 
        Exhibit B to Registration Statement (No. 2-83565) on Form S-4 of
        S&T Bancorp, Inc. and incorporated herein by reference.

      (3.2)     Amendment to Articles of Incorporation of S&T Bancorp, Inc.
        filed as Exhibit 3.2 to Form S-4 Registration Statement dated January
        15, 1986 and incorporated herein by reference.

      (3.3)     By-laws of S&T Bancorp, Inc., as amended, filed as Exhibit
        3.3 to Form S-4 Registration Statement dated January 15, 1986 and
        incorporated herein by reference.

      (10.1)    Deferred compensation arrangement with former director 
        filed as Exhibit 10.1 to Form 10-K dated December 31, 1983
        and incorporated herein by reference.

      (10.3)    Employment Agreement dated December 9, 1985 between S&T Bancorp,
        Inc. and Waid H. Nevins filed as Exhibit 10.1 to Form S-4 Registration
        Statement dated January 15, 1986 and incorporated herein by reference.

      (10.5)    Sixth amendment to the Thrift Plan for Employees of S&T
        Bank to be effective December 31, 1988, approved by the Board of 
        Directors at the November 21, 1988 meeting and incorporated
        herein by reference.

      (13)      Annual Report for the year ended December 31, 1995 - 
        incorporated herein by reference.

      (22)      Subsidiaries of the Registrant - filed herewith

             S&T Bank, a bank incorporated under the laws of Pennsylvania.

             S&T Investment Company, Inc., an investment holding company 
        incorporated under the laws of Delaware.

  (23.1) Consent of Ernst & Young LLP,  Independent Auditors - filed herewith.

         (d) Financial Statement Schedules
             None


<PAGE>


SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be 
signed on its behalf by the undersigned,  thereunto duly authorized.






                        S&T BANCORP, INC.
                                 (Registrant)



                     /s/  Robert D. Duggan                           03/18/96
                     Robert D. Duggan, Chairman,                      Date
                     President and Chief Executive Officer
                     (Principal Executive Officer)


                     /s/  James C. Miller                            03/18/96
                     James C. Miller, Executive Vice President        Date
                     (Executive Officer)


                     /s/  Robert E. Rout                             03/18/96
                     Robert E. Rout, Chief Financial Officer          Date
                     (Principal Financial and Accounting Officer)






















<PAGE>

SIGNATURES

   Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.



/s/ Raymond C. Bachelier        03/18/96    /s/ Paul B. Johnston        03/18/96
Raymond C. Bachelier, Director     Date     Paul B. Johnston, Director     Date


/s/ Thomas A. Brice             03/18/96    /s/ Joseph A. Kirk          03/18/96
Thomas A. Brice, Director          Date     Joseph A. Kirk, Director       Date


/s/ Forrest L. Brubaker         03/18/96                                03/18/96
Forrest L. Brubaker, Director      Date     Samuel Levy, Director          Date


/s/ James L. Carino             03/18/96    /s/ James C. Miller         03/18/96
James L. Carino, Director          Date     James C. Miller, Executive     Date
                                            Vice President and Director

/s/ John J. Delaney             03/18/96                                03/18/96
John J. Delaney, Director          Date     W. Parker Ruddock, Director    Date


/s/ Robert D. Duggan            03/18/96
Robert D. Duggan, Chairman, Pres   Date     /s/ Charles A. Spadafora    03/18/96
Chief Executive Officer and Director        Charles A. Spadafora, Director Date


/s/ Thomas W. Garges, Jr.       03/18/96    /s/ Christine J. Toretti    03/18/96
Thomas W. Garges, Jr., Director    Date     Christine J. Toretti, Director Date


/s/ William J. Gatti            03/18/96    /s/ Harold W. Widdowson     03/18/96
William J. Gatti, Director         Date     Harold W. Widdowson, Director  Date


/s/ Herbert L. Hanna            03/18/96
Herbert L. Hanna, Director         Date


<PAGE>

 




</TABLE>






FINANCIAL HIGHLIGHTS
S&T Bancorp, Inc and Subsidiaries
(in thousands, except per share data)

<TABLE>
<CAPTION>
<S>
For The Year                        1995        1994          Change 
                              <C>         <C>         <C>           <C>
Net Interest Income              $57,019     $53,308     $3,711        7%
Net Income                        20,469      18,444      2,025       11
Return on Average Assets            1.54%      1.49%       0.05%       3
Return on Average Equity           13.21       13.03       0.18        1
Per Share 
Net Income                         $1.82       $1.63      $0.19       12%
Dividends Declared                  0.74        0.61       0.13       21
Book Value at December 31          14.85       12.57       2.28       18
Market Value at December 31        30.50       20.50      10.00       49
At Year End        
Assets                        $1,400,702   1,304,803     95,899        7%
Net Loans                        960,881     910,077     50,804        6
Deposits                         979,625     903,240     76,385        8
Shareholders' Equity             166,947     141,587     25,360       18
Trust Assets (at market value)   416,281     346,949     69,332       20
Allowance for Loan Losses/
Total Loans                         1.63%       1.55%      0.08%      5  
Nonperforming Loans/Total Loans     0.29        0.21       0.08       38

</TABLE>


<PAGE> -7-


CONSOLIDATED BALANCE SHEETS
S&T Bancorp, Inc and Subsidiaries
(in thousands)

<TABLE>
<CAPTION>
<S>
December 31                                    1995          1994
Assets                                     <C>            <C>                                                             
Cash and due from banks                       $39,852        $38,791
Interest-earning deposits with banks               51          3,824
Securities available for sale 
  (carried at fair market value
  in 1995 and 1994)                           315,343        118,904
Investment securities (market value 
  $36,284 in 1995 and $182,655 in 1994)        34,997        187,220
Loans                                         976,819        924,408
  Allowance for loan losses                   (15,938)       (14,331)
Net Loans                                     960,881        910,077
Premises and equipment                         14,795         14,690
Other assets                                   34,783         31,297
Total Assets                               $1,400,702     $1,304,803
Liabilities 
Deposits
  Noninterest-bearing                         116,054        111,345
  Interest-bearing                            863,571        791,895
Total Deposits                                979,625        903,240 
Securities sold under repurchase agreements   122,794        169,871
Federal funds purchased                           325         19,590
Long-term borrowing                            96,618         43,418
Other borrowed funds                              340            430
Other liabilities                              34,053         26,667
Total Liabilities                          $1,233,755     $1,163,216
Shareholders' Equity 
Common stock ($2.50 par value)
  Authorized-25,000,000 shares in 1995 
  and 15,000,000 in 1994
  Issued-11,820,944 shares in 1995
  and 1994                                     29,552         29,552
Additional Paid-in Capital                     11,009         10,217
Retained earnings                             111,980         99,824
Net unrealized holding gain
  on securities available for sale             21,928          8,406
Treasury stock (578,092 shares in 1995
  and 555,223 shares in 1994, at cost)         (7,182)        (5,982)
Deferred compensation                            (340)          (430)
Total Shareholders' Equity                    166,947        141,587
Total Liabilities and Shareholders' Equity $1,400,702     $1,304,803
See Notes to Consolidated Financial Statements
</TABLE>


<PAGE> -28-

CONSOLIDATED STATEMENTS OF INCOME
S&T Bancorp, Inc and Subsidiaries
(in thousands, except per share data)

<TABLE>
<CAPTION>
<S>                                 
Year Ended December 31                         1995     1994     1993
Interest Income                            <C>      <C>      <C>
Loans, including fees                       $85,497  $70,911  $61,771
Deposits with banks                             143      281      298
Federal funds sold                               50       13       31
Investment securities
Taxable                                      16,480   16,753   20,355
Tax-exempt                                    1,809    2,143    2,427
Dividends                                     3,038    2,553    2,041
Total Interest Income                       107,017   92,654   86,923
Interest Expense
Deposits                                     36,686   31,241   32,703
Securities sold under repurchase agreements   8,482    6,542    3,278
Federal funds purchased                         474      524      290
Long-term borrowing                           4,326      990      629
Other borrowed funds                             30       49       65
Total Interest Expense                       49,998   39,346   36,965
Net Interest Income                          57,019   53,308   49,958
Provision for Loan Losses                     3,800    3,500    3,600
Net Interest Income After Provision
for Loan Losses                              53,219   49,808   46,358
Noninterest Income
Service charges on deposit accounts           2,930    2,464    2,163
Trust fees                                    2,401    2,212    1,814
Security gains, net                             729      421    1,016
Other                                         2,249    1,817    1,578
Total Noninterest Income                      8,309    6,914    6,571
Noninterest Expense 
Salaries and employee benefits               18,062   16,614   15,534
Occupancy, net                                2,082    2,013    1,713
Furniture and equipment                       1,918    1,912    1,689
Other taxes                                     868      815      799
Data processing                               1,433    1,334    1,872
Amortization of intangibles                     343      343      346
FDIC assessment                               1,247    2,028    2,016
Other                                         7,570    6,536    6,799
Total Noninterest Expense                    33,523   31,595   30,768
Income Before Income Taxes                   28,005   25,127   22,161
Applicable Income Taxes                       7,536    6,683    5,818
Net Income                                  $20,469  $18,444  $16,343
Per Common Share (1)
Net Income                                     1.82     1.63     1.45  
Dividends Declared                             0.74     0.61     0.50
Average Common Shares Outstanding            11,243   11,284   11,235
(1) Per share amounts and average shares outstanding have been
restated  to record the effect of a two-for-one common stock
split in the form  of a 100% stock dividend distributed on
September 15, 1994. See Notes to Consolidated  Financial 
Statements.
</TABLE>


<PAGE> -29-

Consolidated Statements of Changes in Shareholders' Equity
S&T Bancorp, Inc and Subsidiaries
(in thousands, except per share data)

<TABLE>
<CAPTION>
                            Common Additional Retained Net Unrealized Treasury  Deferred
                            Stock   Paid-In   Earnings   Gain on      Stock  Compensation
                                    Capital            Securities
                                                     Available for Sale
<S>                         <C>       <C>     <C>                      <C>         <C>       
Balance at January 1, 1993   14,776    23,788  77,423                  (5,841)     (1,200)
Net income for 1993                           16,343
Cash dividends declared
  ($0.50 per share)(1)                        (5,563)                       
Treasury stock acquired
  (6,705 shares)                                                         (208)
Treasury stock sold
  (36,001 shares)                         491                             684
Deferred ESOP
  benefits expense                                                                   400
Balance at December 31, 1993 14,776    24,279  88,203                  (5,365)      (800)
Net Income for 1994                            18,444
Cash dividends declared
  ($0.61 per share)                            (6,823)
Treasury stock acquired
  (70,300 shares)                                                      (1,361)
Treasury stock sold
  (75,703 shares)                         714                             744
Deferred ESOP
  benefits expense                                                                   370
Transfer to reflect a two-
  for-one stock split        14,776   (14,776)
Adoption of FASB No. 115                                   $14,830
Net change in unrealized
  holding losses on 
  securities available for
  sale                                                      (6,424)    
Balance at December 31, 1994 29,552    10,217  99,824        8,406    (5,982)       (430)

Net income for 1995                            20,469
Cash dividends declared
  ($0.74 per share)                            (8,313)
Treasury stock acquired
  (97,689 shares)                                                     (2,076)
Treasury stock sold
  (74,820 shares)                         792                            876
Deferred ESOP
  benefits expense                                                                    90
Net change in unrealized
  holding gains on securities 
  available for sale                                        13,522
Balance at December 31,1995 29,552     11,009 111,980       21,928   (7,182)        (340)
(1) Per share amounts have been restated to record the effect
of a two-for-one common stock split in the form of a 100% stock
dividend distributed on September 15, 1994.  See Notes to 
Consolidated Financial Statements. 

</TABLE>


<PAGE> -30-


Consolidated Statements of Cash Flows
S&T Bancorp, Inc. and Subsidiaries
(in thousands)

<TABLE>
<CAPTION>

<S>
Year Ended December 31                                  1995    1994    1993
Operating Activities                                 <C>      <C>      <C>
Net Income                                            20,469   18,444   16,343
Adjustments to reconcile net income to net cash
 provided by operating activities
  Provision for loan losses                            3,800    3,500    3,600
  Provision for depreciation and amortization          1,337    1,980    1,773
  Net amortization of investment security premiums       775    1,256    1,344
  Net accretion of loan and deposit discounts           (896)  (1,037)  (1,162)
  Deferred income taxes                                 (324)     375     (414)
  Net gains on securities available for sale            (729)    (415)    (547)
  Net investment security gains                                           (469)
  (Increase) decrease in interest receivable          (1,023)  (1,661)     853
  Increase (decrease) in interest payable              2,749    1,112   (1,232)
  Increase in other assets                            (1,823)  (2,741)  (1,805)
  (Decrease) increase in other liabilities            (3,066)   5,151   (2,099)
Net Cash Provided by Operating Activities             21,269   25,964   16,185

Investing Activities 
Net decrease (increase) in interest-earning
 deposits with banks                                   3,773     (671)     999
Net decrease in federal funds sold                                       4,500
Proceeds from sales of investment securities                            26,670
Proceeds from maturities of investment securities     18,244   42,947   79,724
Proceeds from maturities of securities available
 for sale                                             19,204   26,000   35,446
Proceeds from sales of securities available for sale  19,532   34,350    1,353
Purchases of investment securities                   (25,260) (31,900) (89,886)
Purchases of securities available for sale           (55,175) (26,302) (37,567)
Net increase in loans                                (53,708)(129,311)(105,707)
Purchases of premises and equipment                   (1,786)  (1,809)  (3,679)
Net Cash Used in Investing Activities                (75,176) (86,696) (88,147)

Financing Activities 
Net increase (decrease) in demand, NOW
 and savings deposits                                  6,098     (537)  13,672
Net increase (decrease) in certificates of deposit    70,286    5,519  (15,012)
Net (decrease)increase in federal funds purchased    (19,265)  (2,610)  22,200
Net (decrease)increase in repurchase agreements      (47,077)  42,140   42,718
Increase in long-term borrowing                       53,200   28,405   15,000
(Acquisition) sale of treasury stock                    (407)      97      967
Cash dividends paid to shareholders                   (7,867)  (6,427)  (5,275)
Net Cash Provided by Financing Activities             54,968   66,587   74,270
Increase in Cash and Cash Equivalents                  1,061    5,855    2,308
Cash and Cash Equivalents at Beginning of Year        38,791   32,936   30,628
Cash and Cash Equivalents at End of Year              39,852   38,791   32,936
See Notes to Consolidated Financial Statements
</TABLE>


<PAGE> -31-



Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note A - Accounting Policies
The financial statements of S&T Bancorp, Inc. and subsidiaries
(S&T) have been prepared in accordance with generally accepted
accounting principles.  In preparing the financial statements,
management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of
the date of the balance sheet and revenues and expenses for
the period.  Actual results could differ from those
estimates.  The more significant accounting policies are
described below.

Principles of Consolidation

The consolidated financial statements include the accounts
of S&T and its subsidiaries.  All significant intercompany
transactions have been eliminated in consolidation.  The
investment in the subsidiaries is carried at S&T Bancorp,
Inc's equity in the underlying net assets.

Securities

S&T implemented Financial Accounting Standards Board Statement
No. 115, "Statement on Accounting for Certain Investments in
Debt and Equity Securities" (Statement No. 115) in 1994.
Management determines the appropriate classification of
securities at the time of purchase.  If management has the
intent and S&T has the ability at the time of purchase to
hold securities until maturity, they are classified as
investment securities and are stated at cost adjusted for 
amortization of premiums and accretion of discounts.  All obligations
of states and political subdivisions and corporate securities are
classified in this category.  Securities to be held for indefinite 
periods of time are classified as available for sale and are recorded
at market value.  All U.S. treasury securities, U.S. government
corporations and agencies, collateralized mortgage obligations and
equity securities are classified in this category.  Gains or losses
on the disposition of securities are based on the specific 
identification method. During the fourth quarter of 1995, management
reclassified the securities portfolio allowed by the "one time"
amnesty per Financial Accounting Standards Board Statement No. 115.

Loans

Interest on loans is accrued and credited to operations
based on the principal amount outstanding.  Accretion of
discount on loans is included in interest income.  Loan
origination fees and direct loan orgination costs are
deferred and amortized as an adjustment of loan yield over
the respective lives of the loans.  The accrual of interest
on loans is discontinued when the collection of interest or
principal is doubtful, or generally when interest and
principal is 90 days or more past due.

Allowance for Loan Losses

The allowance for loan losses is established through
provisions for loan losses charged against income. Loans
considered to be uncollectible are charged against the
allowance and recoveries, if any, are credited to the
allowance.  The allowance for loan losses is maintained at a
level believed adequate by management to absorb probable
losses in the loan portfolio.  Management's determination of
the adequacy of the  allowance is based on periodic
evaluations of the loan portfolio, past loan loss
experience, current economic condition, volume, growth and
composition of the loan portfolio and other relevant factors.

Premises and Equipment

Premises and equipment are stated at cost less accumulated
depreciation.  The provision for depreciation is computed
generally by the straight-line method for financial
reporting purposes and by accelerated methods for federal
income tax purposes.

<PAGE> -32-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Other Real Estate

Other real estate is included in other assets and is
comprised of properties acquired through foreclosure 
proceedings or acceptance of a deed in lieu of a foreclosure
and loans classified as in-substance foreclosure. These
properties are carried at the lower of cost or fair value. 
Loan losses arising from the acquisition of such property
are charged against the allowance for loan losses.  Gains or
losses realized subsequent to acquisition are recorded in
the results of operations.

Income Taxes

Deferred federal income taxes are provided based on
temporary differences between the carrying amounts of assets
and liabilities for financial reporting and federal income
tax purposes.

Trust Assets and Income

Assets held in a fiduciary capacity by the subsidiary bank, S&T Bank (Bank) are
not assets of the Bank and are therefore not included in the consolidated 
financial statements.  Trust fee income is reported on the accrual basis.

Pensions

Pension expense for the Bank's defined benefit pension plan
is actuarially determined using the projected unit credit
actuarial cost method.  The funding policy for the plan is
to contribute amounts to the plan sufficient to meet the
minimum funding requirements of the Employee Retirement
Income Security Act of 1974, plus such additional amounts as
may be appropriate, subject to federal income tax
limitations.

Treasury Stock

The purchase of S&T common stock is recorded at cost.  At
the time of reissue, the treasury stock account is reduced
using the average cost method.

Per Share Amounts

Net income per common share is based on the average number
of shares of common stock outstanding during the year. 
Net income and dividends per share amounts for 1993 have
been restated to reflect the two-for-one stock split
effective September 15, 1994.

Cash Flow Information

S&T considers cash and due from banks as cash and cash
equivalents.  For the years ended December 31, 1995, 1994,
and 1993, cash paid for interest was $38,915,000,
$38,234,000 and $38,197,000, respectively.  Cash paid during
1995 for income taxes was $7,662,000 compared to $6,404,000
for 1994 and $5,711,000 for 1993.

Reclassification

Amounts in prior years have been reclassed to conform to 
presentation in 1995. The reclassification had no effect
on financial condition or results of operations.

<PAGE> -33-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

New Accounting Pronouncements

Financial Accounting Standards Board Statement No. 114, 
"Accounting by Creditors for Impairment of a Loan" (Statement
No.114), as amended by Financial Accounting Standards Board
Statement No. 118, requires some loan impairments to be measured 
using a present value of expected cash flows method.  S&T implemented 
Statements No. 114 and 118 in 1995.  Statements No. 114 and No. 118 did not  
have any material effects on S&T's financial position or results of operations.

Financial Accounting Standards Board Statement No. 121, 
"Accounting for the Impairment of Long-Lived Assets"
(Statement No. 121) requires long-lived assets and identifiable
intangibles that are used in operations be reviewed for 
impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets might not be recoverable.
S&T implemented Statement No. 121 in 1995.  Statement No. 121 did 
not have any material effects on S&T's financial position or
results of operations.

Financial Accounting Standards Board Statement No. 122,
"Accounting for Mortgage Servicing Rights" (Statement No. 122)
requires capitalization of servicing rights on loans originated 
for sale and measurement of impairment of all capitalized mortgage
servicing rights based on their fair values.  S&T implemented 
Statement No. 122 in 1995.  Statement No. 122 did not have any
impact on S&T's financial position or results of operations as
S&T did not sell mortgage loans and retain the servicing during 1995.

Financial Accounting Standards Board Statement No. 123,
"Accounting for Stock-Based Compensation" (Statement No. 123)
is effective in 1996 and establishes a fair value based method
for measuring stock-based compensation plans.  Statement No. 123 is 
not expected to have any material effect on S&T's financial
position or results of operations.


Note B - Fair Values of Financial Instruments

S&T utilized quoted market values, where available, to
assign fair value to its financial instruments.  In  cases
where quoted market values were not available, S&T used
present value methods to estimate the fair value of its
financial instruments.  These estimates of fair value are
significantly affected by the assumptions made and,
accordingly, do not necessarily indicate amounts which
could be realized in a current market exchange.  It is
also S&T's general practice and intent to hold the majority
of its financial instruments until maturity and therefore,
S&T does not expect to realize the estimated amounts disclosed. 

The following methods and assumptions were used by S&T in
estimating its fair value disclosures for financial
instruments:

Cash and cash equivalents and other short-term assets:  The
carrying amounts reported in the consolidated balance
sheet for cash and due from banks, interest-earning
deposits with banks and federal funds sold approximate
those assets' fair values.

Securities:  Fair values for investment securities and
securities available for sale are based on quoted market
prices.

Loans:  For variable-rate loans that reprice frequently and
with no significant change in credit risk, fair values are
based on carrying values.  The fair values for other loans
are estimated using discounted cash flow analyses, using
interest rates currently being offered for loans with
similar terms to borrowers as measured by net credit
losses and the loss of interest income from nonaccrual
loans.  The carrying amount of accrued interest
approximates its fair value.


Deposits:  The fair values disclosed for demand deposits
(e.g., noninterest and interest-bearing demand, money
market and savings accounts) are, by definition, equal to
the amount payable on demand.  The  carrying amounts for
variable-rate, fixed-term certificates of deposits and
other time deposits approximate their fair value at
year-end.  Fair values for fixed-rate certificates of
deposit and other time deposits are based on the
discounted value of contractual cash flows, using interest
rates currently being offered for deposits of similar
remaining maturities.

Short-term borrowings and other borrowed funds:  The
carrying amounts of federal funds purchased, borrowings
under repurchase agreements and other borrowings
approximate their fair values.

Long-term borrowings:  The fair values disclosed for
long-term borrowings are estimated using current interest
rates for long-term borrowings of similar remaining
maturities.

Loan commitments and standby letters of credit:  Estimates
of the fair value of these off-blance sheet items were not
made because of the short-term of these arrangements
and the credit standing of the counterparties.  Also,
unfunded loan commitments relate principally to variable
rate commercial loans, and fees are not normally assessed
on the balance of these unfunded commitments.

Estimates of fair value have not been made for items which
are not defined as financial instruments,  including such
items as S&T's core deposit intangibles and the value of
its trust operation.  S&T believes it is impracticable to
estimate a representational fair value for these types of
assets, which represent significant value to S&T.

<PAGE> -34-


Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

The following table indicates the estimated fair value of S&T's
financial instruments as of December 31:

<TABLE>
<CAPTION>
                                        1995              1994
                                Estimated Carrying Estimated Carrying
                                Fair Value  Value  Fair Value Value 
Assets
 <S>                           <C>       <C>      <C>       <C>                    
  Securities available for sale $315,343  $315,343 $118,904  $118,904
  Investment securities           36,284    34,997  182,655   187,220
  Loans                          974,550   976,819  890,996   924,408
Liabilities
  Deposits                      $986,043  $979,625 $894,331  $903,240
  Long-term borrowing             97,146    96,618   42,384    43,418
  Interest rate swaps                  0         0    1,750         0

</TABLE>


Note C - Derivative Financial Instruments

S&T has three types of derivatives: interest rate swaps, 
structured notes and collateralized mortgage obligations (CMOs).

S&T has two interest rate swaps at notional values totaling
$23.0 million, paying a fixed rate and receiving a variable
rate.  The purpose of these transactions is to provide
matched, fixed rate funding for newly originated loans, and
to mitigate the risk associated with volatile liability
funding.  The effective rate of these combined swaps was
5.38% at December 31, 1995. 

S&T's structured notes are comprised of $30 million of
Federal Home Loan Bank (FHLB) step-up notes at December 31, 1995.
These notes provide a higher interest rate, but are subject to call
after the first step-up period.  Lower market interest
rates at the step-up period could cause the structured notes
to be redeemed earlier than stated maturities.  Ranges of
expected maturities and interest rates for structured notes
are 3 years to 8 years and 4.5% to 8.0%, respectively. 
Fair values for structured notes were $29.0 million and
$37.3 million for 1995 and 1994, respectively.

The CMOs are principally Planned Amortization Class (PAC)
tranches of U.S. government agencies and were purchased
during 1992 as alternatives to loans in a period of
declining interest rates.  At December 31, 1995, $11
million are remaining with expected maturity ranges of 1.1
years to 1.6 years and yields of 7.0% to 9.0%.

Note D - Restrictions on Cash and Due from Bank Accounts

The Board of Governors of the Federal Reserve Bank impose
certain reserve requirements on all depository
institutions.  These reserves are maintained in the form of
vault cash or as a noninterest-bearing balance with the
Federal Reserve Bank.  Required reserves averaged
$14,647,000 during 1995.

<PAGE> -35-



Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note E - Securities

1995                                                  

<TABLE>
<CAPTION>                                             Available for Sale
                                                       Gross   Gross
                                         Amortized Unrealized Unrealize  Market
                                              Cost     Gains     Losses   Value 
<S>                                        <C>      <C>          <C>    <C>
Marketable equity securities                $37,573  $26,926      $(276) $64,223
Obligations of U.S. government 
  corporations and agencies                 172,612    5,113       (143) 177,582
Collateralized mortgage obligations of U.S.
 government corporations and agencies        10,911      124              11,035
U.S. treasury securities                     51,205    1,993              53,198
Corporate securities                            190                          190
                                            272,491   34,156       (419) 306,228

Other Securities                              9,115                        9,115
Total                                      $281,606  $34,156      $(419)$315,343
                                                     Investment Securities
Obligations of states and 
 political subdivisions                     $31,412     $949       $(12) $32,349
Corporate securities                          2,493      350               2,843
                                             33,905    1,299        (12)  35,192
Other securities                              1,092                        1,092
Total                                       $34,997   $1,299       $(12) $36,284

     1994                                               Available for Sale
                                                      Gross      Gross
                                          Amortized Unrealized Unrealize  Market
                                              Cost     Gains     Losses   Value 
Marketable equity securities                $32,122  $15,864    $(1,568) $46,418
Collateralized mortgage obligations of U.S.
 government corporations and agencies         5,147                (597)   4,550
U.S. treasury securities                     68,704       67       (835)  67,936
Total                                      $105,973  $15,931    $(3,000)$118,904

                                                      Investment Securities 
U.S. treasury bonds and obligations of U.S.
 government corporations and agencies      $130,456      $99    $(4,508)$126,047
Collateralized mortgage obligations of U.S.
 government corporations and agencies        14,451       30        (68)  14,413
Obligations of states and 
 political subdivisions                      32,816      295       (542)  32,569
Corporate securities                          4,038      129               4,167
                                            181,761      553     (5,118) 177,196
Other securities                              5,459                        5,459
Total                                      $187,220     $553    $(5,118)$182,655
</TABLE>


<PAGE> -36-


Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

During the fourth quarter of 1995, management reclassified the 
securities portfolio allowed by the "one time" amnesty per
Financial Accounting Standards Board Statement No. 115.  The
reclassified securities were from the held to maturity category
to the available for sale category.  The transferred securities
had an amortized cost of $154.2 million and a market value of 
$159.5 million.  The resulting net of tax effect of the 
reclassification to S&T's equity was $3.4 million.

There were $1,636,000, $1,136,000 and $550,000 in gross realized
gains and $907,000, $721,000 and $3,000 in gross realized losses
in 1995, 1994 and 1993, respectively, relative to securities 
 available for sale.

The amortized cost and estimated market value of
securities at December 31, 1995, by contractual  maturity,
are shown below.  Collateralized mortgage obligations are
included based upon their expected maturity which ranges
from 1.1 years to 1.6 years.  The weighted average maturity
of all collateralized mortgage obligations held was 1.4
years.  Expected maturities will differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment 
penalties.


<TABLE>
<CAPTION>
<S>                                      Amortized  Estimated Market 
Available for Sale                         Cost         Value 
                                         <C>              <C>
Due in one year or less                   $ 36,122         $ 36,472
Due after one year through five years      120,120          123,756
Due after five years through ten years      78,676           81,777
Total                                     $234,918         $242,005

                                        Amortized  Estimated Market 
Investment Securities                      Cost         Value 
Due in one year or less                    $ 1,426          $ 1,449
Due after one year through five years        8,256            8,485
Due after five years through ten years      18,912           19,845
Due after ten years                          5,311            5,413
Total                                      $33,905          $35,192
</TABLE>

At December 31, 1995 and 1994 securities with principal amounts of
$203,063,000 and $230,171,000 respectively, were pledged to
secure repurchase agreements and public and trust fund deposits.

<PAGE> -37-


Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note F - Loans

The following table indicates the composition of the loan
portfolio at December 31:
                                                   1995                 1994

<TABLE>
<CAPTION>
<S>                                            <C>                   <C>
Real estate-construction                          $23,712              $32,714
Real estate-mortgages:
Residential                                       377,258              343,935
Commercial                                        191,885              199,959
Commercial-industrial and agricultural            234,779              197,028
Consumer installment                              149,185              150,772
Total                                            $976,819             $924,408
</TABLE>

S&T maintains a Flexline of credit for 10% of total assets
with the Federal Home Loan Bank (FHLB) which expires
December 31, 1996, S&T pledged all mortgage-backed
securities, 1-4 family and multi-family mortgage loans as
collateral for any current or future FHLB advances.  The
total carrying amount of these loans was $363,569,000 at
December 31, 1995.

The Bank has granted loans to certain officers and directors
of S&T as well as certain affiliates of the
officers and directors in the ordinary course of business.
These loans were made on substantially the same terms,
including interest rates and collateral, as those prevailing
at the time for comparable transactions with unrelated
persons and did not involve more than normal risk of
collectibility,  The aggregate dollar amounts of these loans
were $27,580,000 and $25,010,000 at December 31, 1995 and
1994, respectively.  During 1995, $22,051,000 of new loans
were funded and repayments totaled $19,481,000.

The principal balances of loans on nonaccrual were $2,844,000
and $1,922,000 at December 31, 1995 and 1994, respectively. 
At December 31, 1995 there were no commitments to lend
additional funds on nonaccrual loans.  Other real estate
owned, which is included in other assets, was $542,000 at
December 31, 1995 and $366,000 at December 31, 1994.

At December 31, 1995, the recorded investment in loans that are
considered to be impaired under Statement No. 114 was $3,420,000
of which $2,300,000 were on a nonaccrual basis.  The allowance
for loan losses related to these impaired investments was $1,812,000.



Note G - Allowance for Loan Losses

The following presents changes in the allowance for loan losses for
the years ended December 31:

<TABLE>
<CAPTION>                          1995     1994     1993
<S>                            <C>      <C>      <C>
Balance at beginning of year    $14,331  $13,480  $12,029
Charge-offs                      (2,889)  (3,727)  (2,664)
Recoveries                          696    1,078      515
Net charge-offs                  (2,193)  (2,649)  (2,149)
Provision for loan losses         3,800    3,500    3,600
Balance at end of year          $15,938  $14,331  $13,480 
</TABLE>


<PAGE> -38-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note H - Premises and Equipment

The following is a summary of the premises and equipment accounts 
at December 31:

<TABLE>
<CAPTION>
                                         1995     1994
<S>                                  <C>      <C>
Land                                  $ 1,987  $ 1,987
Premises                               13,140   12,520
Furniture and equipment                 9,804   11,087
Leasehold improvements                  2,391    2,003
                                      $27,322  $27,597
Accumulated depreciation              (12,527) (12,907)
Total                                  14,795   14,690
</TABLE>


Certain banking facilities and equipment are leased under
short-term lease arrangements expiring at various dates to
the year 2005.  All such leases are accounted for as operating
leases.  Rental expense for premises and equipment amounted
to $1,104,000, $1,009,000 and $913,000 in 1995, 1994 and 1993, 
respectively.  Minimum annual rentals for each of the years
1996-2000 are approximately $467,000,$352,000,$261,000,
$156,000 and $134,000 respectively, and $509,000 for the years
thereafter.   Included in the above are leases entered into
with a director of S&T for which rental expense totaled 
$296,400 in 1995 and $292,200 in 1994.




Note I -  Deposits

The following table indicates the composition of deposits at December 31:

<TABLE>
<CAPTION>
                                    1995                1994
<S>                            <C>                 <C>
Noninterest-bearing demand      $116,054            $111,345
Interest-bearing demand           96,577              97,970
Money market                     123,121             104,296
Savings                          123,605             139,648
Time deposits                    520,268             449,981
Total                           $979,625            $903,240
</TABLE>

The aggregate of all time deposits over $100,000 amounted to 
$72,021,000 and $50,016,000 for December 31, 1995 and 1994,
respectively. 

Note J - Long-Term Debt

 The following table is a summary of long-term debt with 
 the Federal Home Loan Bank:

<TABLE>
<CAPTION>
                                    1995              1994
                                   Average           Average
                               Balance   Rate      Balance   Rate
<S>                           <C>         <C>     <C>         <C>
 Due within one year           $15,000     4.82%   $15,000     4.82%
 Due within one to five years   73,500     5.89     25,000     6.12
 Due within five to twenty years 8,118     6.63      3,418     6.42
 Total                         $96,618     5.78%   $43,418     5.69%
</TABLE>

 The purpose of these borrowings were to match-fund selected new loan 
 originations, to mitigate interest rate sensitivity risks and take advantage of
 discounted borrowing rates through the Federal Home Loan Bank for community 
 investment projects.  The borrowings are collateralized by 1-4 family
 mortgage loans.

<PAGE> -39-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note K - Dividend and Loan Restrictions

Certain restrictions exist regarding the ability of the
subsidiaries to transfer funds to S&T in the form of 
dividends and loans.  Dividends that may be paid by the
subsidiaries to S&T are limited to the retained earnings of
the subsidiaries which amounted to $115,300,891 at December
31, 1995.  The amount of dividends that may be paid to S&T is
further restricted by regulatory guidelines concerning minimum
capital requirements.

Federal law prohibits S&T from borrowing from the subsidiaries
unless such loans are collateralized by specific obligations.
Further, such loans are limited to 10% of the subsidiaries'
capital and additional paid-in capital, as defined.  At
December 31, 1995, the maximum amount available for transfer
from the subsidiaries to S&T in the form of loans and
dividends approximated 72% of consolidated net assets.


Note L - Litigation


S&T, in the normal course of business, is subject to various
legal proceedings in which claims for monetary damages are
asserted.  No material losses are anticipated by management as 
a result of these legal proceedings.


Note M - Financial Instruments and Credit Risk


S&T, in the normal course of business, commits to extend
credit and issue standby letters of credit.  The  obligations
are not recorded in S&T's financial statements.  Loan
commitments and standby letters of credit are subject to
S&T's normal credit underwriting policies and procedures and
generally require collateral based upon management's
evaluation of each customer's financial condition and ability
to satisfy completely the terms of the agreement.  S&T's
exposure to credit loss in the event the customer does not 
satisfy the terms of the agreement equals the notional amount
of the obligation less the value of any  collateral.  Unfunded
loan commitments totaled $176,919,000 and obligations under
standby letters of credit totaled $67,359,000 at December 31,
1995.

S&T attempts to limit its exposure to concentrations of credit
risk by diversifying its loan portfolio.  S&T defines
concentrations of credit risk as loans to a specific industry
or group in excess of 10% of total loans.  S&T has no
concentration of credit risk by industry or group.  However,
geographic concentrations exist because S&T provides a full
range of banking services including commercial, consumer and 
mortgage loans to individuals and corporate customers in its
six-county market area in western Pennsylvania.

<PAGE> -40-



Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note N - Income Taxes

Income tax expense (credits) for the years ended December 31 are
comprised of:

<TABLE>
<CAPTION>
                                         1995     1994     1993
<S>                                   <C>      <C>      <C>
Current                                $7,951   $6,308   $6,232
Deferred                                 (415)     375     (414)
Total                                   7,536    6,683    5,818
</TABLE>

The provision for income taxes differs from the amount computed
by applying the statutory federal income tax rate to income before
income taxes.  The statutory to effective tax rate reconciliation
for the years ended December 31 is as follows:

<TABLE>
<CAPTION>
                                         1995     1994     1993
<S>                                       <C>      <C>      <C>                 
Statutory tax rate                         35%      35%      35%
Tax-exempt interest income 
 and dividend exclusion                    (7)      (7)      (9)
All other, net                             (1)      (1)
Effective tax rate                         27%      27%      26%
</TABLE>

Income taxes applicable to security gains were $255,000 in 
1995, $147,000 in 1994 and $356,000 in 1993.

Significant components of S&T's temporary differences were as
follows at December 31:

<TABLE>
<CAPTION>
<S>                                               1995     1994
Deferred tax liabilities:
 Net unrealized holding gains                 <C>       <C>
   on securities available for sale           $(11,808) $(4,526)
 Fixed assets                                     (501)    (435)
 Accretion on acquired loans                      (464)    (593)
 Prepaid pension                                  (359)    (269)
 Prepaid hospitalization                          (102)    (102)
 Point recognition                                (631)    (431)
Total deferred tax liabilities                 (13,865)  (6,356)
Deferred tax assets:
 Allowance on loan losses                        5,368    4,806
 Loan fees                                         131      276
 Interest expense on increasing rate CDs           161       98
 Deferred compensation                             353      294
 Goodwill                                          321      241
 Other                                              68       45
Total deferred tax assets                        6,402    5,760
Net deferred tax liability                     $(7,463)   $(596)
</TABLE>


<PAGE> -41-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note O - Employee Benefits

The Bank maintains a defined benefit pension plan covering
substantially all employees.  The benefits are based on years
of service and the employee's compensation during the last ten
years of employment.   Contributions are intended to provide
for benefits attributed to employee service to date and for
those benefits expected to be earned in the future.  Trusteed
pension plan assets consist primarily of equity and fixed income  
securities and short-term investments.

The following table summarizes the components of net periodic
pension expense for the Bank's defined benefit plan:

<TABLE>
<CAPTION>
                                        1995       1994      1993 
<S>
Service cost-benefits earned          <C>       <C>               
         during the period              $671       $687      $652
Interest cost on projected
         benefit obligation            1,048        917       863
Actual return on plan assets          (3,350)       259    (1,352)
Net amortization and deferral            (14)       (14)      (13)
Difference between expected and
         actual return on assets       2,242     (1,391)      349
Net periodic pension expense            $597       $458      $499
</TABLE>

The following table sets forth the plan's funded status at December 31:

<TABLE>
<CAPTION>

<S>                                                       1995        1994
Actuarial present value of the accumulated
 benefit obligation, including vested benefits       <C>          <C>      
 of $12,149 in 1995 and $9,174 in 1994.               $(13,225)    $(9,915)
Actuarial present value of projected
 benefit obligation                                    (17,140)    (13,318)
Plan assets at fair value                               17,273      13,917
Plan assets in excess of projected
 benefit obligation                                        133         599
Unrecognized net gain from past
 experience different from that assumed
 and effects of changes in assumptions                     322         295
Unamortized prior service cost                             (36)        (39)
Balance of initial unrecognized net liability              (57)        (68)
Prepaid pension cost included in other assets             $362        $787
</TABLE>

 
Below are actuarial assumptions used in accounting for the plans:

<TABLE>
<CAPTION>
                                        1995         1994          1993
<S>                                     <C>          <C>           <C>
Weighted-average discount rate           6.5%         8.0%          6.8%
Rate of increase in future
 compensation levels                     6.0%         5.0%          5.0%
Expected long-term rate of
 return on plan assets                   8.0%         8.0           8.0%
</TABLE>


<PAGE> - 42-




Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

S&T also has a supplemental retirement plan (SERP) for certain
key employees.  The SERP is unfunded.  The balance of actuarial
present value of projected benefit obligations related to the
SERP was $1,289,000 and $724,000 at December 31, 1995 and 1994,
respectively.  Accrued pension cost related to the SERP was
$1,009,000 and $796,000 at December 31, 1995 and 1994.  Net
periodic pension cost related to the SERP was $201,000, $117,000
and $117,000 at December 31, 1995, 1994 and 1993, respectively.
The actuarial assumptions are the same as those used in the
previous table.

The Bank maintains a Thrift Plan (Plan) in which substantially
all employees are eligible to participate.  The Bank makes
regular contributions to the Plan equal to 2% of participants'
eligible compensation and may make  additional contributions
as limited by the Plan.  Bank contributions to the Plan
amounted to $856,000, $537,000 and $455,000 in 1995, 1994 and
1993, respectively.

On December 30, 1988, S&T sold 280,000 shares of common stock,
which were held in treasury, to its newly  created Employee
Stock Ownership Plan (ESOP) for $2,800,000.  The funds were
obtained by the ESOP through a loan from a bank.  S&T has
guaranteed the loan which has a maximum term of 10 years and
bears interest at 80% of the lender's prime rate.  The loan
terms require quarterly interest and annual principal 
payments.  The balance of this loan was $340,000 and $430,000
on December 31, 1995 and 1994, respectively, and was included
in other borrowed funds with an offsetting reduction in
shareholders' equity shown as deferred compensation in the
accompanying consolidated balance sheets.

The ESOP covers substantially all regular full-time employees.
S&T is obligated to make annual contributions sufficient to
enable the ESOP to repay the loan, including interest. 
Interest expense totaled $30,000 in 1995,  $49,000 in 1994 and
$65,000 in 1993.  Dividends received by the ESOP from S&T
amounted to $33,000 in 1995, $48,000 in 1994 and $58,000 in
1993, which were used for debt service.  Deferred compensation
arising from the guarantee of the ESOP borrowing will be
charged to operations as contributions are made to the ESOP.

Note P - Incentive Stock Plan and Dividend Reinvestment Plan

S&T adopted an Incentive Stock Plan in 1992 (Stock Plan) that
provides for granting incentive stock options,  nonstatutory
stock options, and stock appreciation rights (SARs).  On
October 17, 1994, the Stock Plan was amended to include
outside directors.  The Stock Plan covers a maximum of 600,000 
shares of S&T common stock and expires ten years from the date of
board approval.

Options under the Stock Plan are granted at exercise prices
not less than the greater of the fair market value of S&T
common stock on the date of grant or the par value of a share
of S&T common stock.  SARs may be granted concurrently with
the grant of options (Related SARs) or independently.  SARs
entitle the holder to receive either cash or that number of
shares of S&T common stock having a fair market value equal to
the excess of the fair market value of the shares subject to
the option over either the fair market value of a share  of
common stock on the grant date, if it is not a Related SAR, or
the option price if it is a Related SAR.   Options and SARs
granted under the Stock Plan are not exercisable before six
months from the date of grant. The following table summarizes
the changes in stock options outstanding (all nonstatutory
options) during 1995, 1994, 1993 and 1992:

<TABLE>
<CAPTION>
                                     December 31, 1995
                                     Nonstatutory
                                     Stock Options    Exercise
 Date     Issued   Excercised        Outstanding      Price/Share
    <C>    <C>       <C>              <C>               <C>
     1992   58,000    4,000            54,000            $13.62
     1993   70,000                     70,000             17.25
     1994  122,500                    122,500             19.00
     1995  165,000                    165,000             26.25
 Total     415,500    4,000           411,500
</TABLE>


As of December 31, 1995, 165,000 nonstatutory stock options are
not exercisable.


S&T also sponsors a dividend reinvestment plan (Dividend Plan)
whereby shareholders may purchase shares of S&T common stock
at market value with reinvested dividends and voluntary cash
contribution.  The Dividend Plan covers a maximum of 400,000
shares of S&T common stock.  At December 31, 1995, 97,218 
shares were available for purchase under the Dividend Plan.

<PAGE> -43-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note Q - S&T Bancorp, Inc. (parent company only)
         Condensed Financial Information
Balance Sheets at December 31:

<TABLE>
<CAPTION>
<S>                                     1995     1994
Assets                              <C>      <C>
Cash                                    $273      $93
Investments in
   Bank subsidiary                   108,184   93,489
   Nonbank subsidiaries               61,198   50,357
Other assets                                  
Total Assets                        $169,655 $143,939

Liabilities 
Dividends payable                     $2,361   $1,915
Other borrowed funds                     340      430
Other liabilities                          7        7
Total Liabilities                      2,708    2,352
Shareholders' equity 
Capital stock                         29,552   29,552
Additional paid-in capital            11,009   10,217
Retained earnings                    111,980   99,824
Net unrealized holding gains on
   securities available for sale      21,928    8,406
Treasury stock                        (7,182)  (5,982)
Deferred compensation                   (340)    (430)

Total Shareholders' Equity           166,947  141,587
Total Liabilities and
   Shareholders' Equity             $169,655 $143,939
</TABLE>

 Statements of Income for the years ended December 31:

<TABLE>
<CAPTION>
                                        1995     1994     1993
<S>                                  <C>      <C>      <C>                   
Dividends from bank subsidiary        $8,313   $6,823   $5,563
Investment income                         38       38        8
Income before equity
   in undistributed net income
   of subsidiaries                     8,351    6,861    5,571
Equity in undistributed net income of:
   Bank subsidiary                     8,757    8,480    8,771
   Nonbank subsidiaries                3,361    3,103    2,001
Net Income                           $20,469  $18,444  $16,343
</TABLE>


<PAGE> - 44-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Statements of Cash Flows for the years ended December 31:

<TABLE>
<CAPTION>
<S>                                               1995     1994     1993
Operating Activities                          <C>      <C>      <C>
Net Income                                     $20,469  $18,444  $16,343
 Equity in undistributed
   net income of subsidiaries                  (12,120) (11,583) (10,772)
 Change in other assets/liabilities               (445)    (396)    (280)
Total Provided by Operating Activities           7,904    6,465    5,291
Investing Activities
 Distributions from (to) subsidiaries              550   (1,000)     375
 Capital contributions to nonbank subsidiaries                      (500)  
Total Used in Investing Activities                 550   (1,000)    (125)
Financing Activities
 Dividends                                      (7,867)  (6,427)  (5,275)
 (Acquisition) sale of treasury stock             (407)      97      967
Total Used in Financing Activities              (8,274)  (6,330)  (4,308)
Increase (decrease) in Cash                        180     (865)     858
Cash at Beginning of Year                           93      958      100
Cash at End of Year                               $273      $93     $958

</TABLE>


<PAGE> -45- 

Report of Ernst & Young LLP, Independent Auditors

Shareholders and Board of Directors
S&T Bancorp, Inc.

We have audited the accompanying consolidated balance sheets of S&T Bancorp,Inc.
and subsidiaries (S&T) as of December 31, 1995 and 1994, and the related 
consolidated statements of income, changes in shareholders' equity, and cash 
flows for each of the three years in the period ended December 31, 1995.  
These financial statements are the responsibility of S&T's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.   
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable 
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material aspects, the consolidated financial position of S&T Bancorp,
Inc. and subsidiaries at December 31, 1995 and 1994, and the consolidated 
results of their operations and their cash flows for each of the three years   
in the period ended December 31, 1995, in comformity with generally accepted 
accounting principles.







Pittsburgh, Pennsylvania
January 12, 1996

<PAGE> -46-

Stock Prices and Dividend Information
Selected Financial Data 
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Stock Prices and Dividend Information

S&T Bancorp, Inc.'s common stock is listed on the NASDAQ
National Market System.  The range of sales prices for the
years 1995 and 1994 are as follows and are based upon
information obtained from NASDAQ.  As of the close of 
business January 18, 1996, there were 2,507 shareholders of
record of S&T Bancorp, Inc.  Dividends paid by S&T are
provided form the Bank's dividends to S&T.  In addition, the
payment of dividends by the Bank to S&T is subject to the
restrictions described in Note K to the Consolidated Financial
Statements.  The cash dividends declared shown below
represent the historical per share amounts for S&T Bancorp,
Inc. common stock.  All of the following information has been
restated to record the effect of a two-for-one common stock
split in the form of a 100% stock dividend distributed on
September 15, 1994.

<TABLE>
<CAPTION>
                           Price Range of Common Stock  Cash Dividends Declared
     1995                       Low        High 
<S>                           C>         <C>                   <C>
 First Quarter                $19.50      $20.25                $.17
 Second Quarter                20.00       23.75                 .18
 Third Quarter                 23.88       25.00                 .18
 Fourth Quarter                24.63       30.50                 .21

     1994
 First Quarter                $17.38      $19.50                $.14
 Second Quarter                18.75       19.75                 .15
 Third Quarter                 18.88       21.25                 .15
 Fourth Quarter                19.00       20.75                 .17
</TABLE>


<TABLE>
<CAPTION>
Selected Financial Data 

Years Ended December 31:
                                    1995         1994        1993        1992     1991
<S>                          <C>          <C>          <C>        <C>         <C>                            
Net interest income              $57,019      $53,308     $49,958     $45,957  $37,653
Provision for loan losses          3,800        3,500       3,600       5,778    4,333
Net income                        20,469       18,444      16,343      14,281   11,213
Per share data: (1) 
Net income                         $1.82        $1.63       $1.45       $1.28    $1.00
Dividends declared                  0.74         0.61        0.50        0.40     0.35
Balance sheet totals:
Average assets                $1,330,959   $1,237,465  $1,139,501  $1,085,640 $898,276
Average long-term borrowings      73,154       19,254      13,068
Average other borrowed funds         388          753         910       1,433    2,167
Average equity                   154,956      141,507     115,550     103,730   94,290
</TABLE>

(1) Per share amounts have been restated to record the
effect of a two-for-one common stack split in the form
of a 100% stock dividend distributed on September 15,
1994.


<PAGE> -47-

Quarterly Selected Financial Data

<TABLE>
<CAPTION>
                                       1995                        1994
                           Fourth  Third   Second   First  Fourth   Third  Second   First
<S>                       Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter 
Summary of Operations:    <C>    <C>     <C>      <C>    <C>     <C>     <C>      <C>      
Interest income            27,473 27,177  26,779   25,588 24,542  23,568  22,695   21,849
Interest expense           12,911 12,823  12,576   11,688 10,705   9,942   9,536    9,163
Net interest income        14,562 14,354  14,203   13,900 13,838  13,626  13,158   12,686
Provision for loan losses   1,200  1,100     750      750  1,400     800     700      600
Net investment security gains 293    317     167      (37)   (26)    (17)    255      209
Net income                  5,263  5,207   5,078    4,921  4,621   4,731   4,625    4,467
Per Share Data: (1) 
Net income                  $0.47  $0.46   $0.45    $0.44  $0.41   $0.42   $0.41    $0.39
Book Value                  14.85  14.08   13.57    13.09  12.57   12.55   12.32    12.12
Average Balance Sheet
   Highlights:
Total assets               $1,374 $1,342  $1,319   $1,288 $1,265  $1,244  $1,232   $1,208
Earning assets              1,313  1,292   1,270    1,237  1,212   1,192   1,180    1,160
Investment securities         341    334     321      306    317     336     346      357
Loans, net                    955    941     930      913    876     839     816      789
Deposits                      959    939     915      902    908     912     907      891
Shareholders' equity          163    158     152      147    143     143     140      139
</TABLE>

(1) Per share amounts have been restated to record the effect
of a two-for-one common stock split in the form of a 100% stock
dividend distributed on September 15, 1994.

<PAGE> - 48-


M
anagement's Discussion and Analysis of Financial 
Condition and Results of Operations

Financial Condition

The $89.0 million growth of average earning assets in 
1995 was primarily the result of an excellent lending 
year for S&T Bancorp, Inc. (S&T). Average loan 
balances increased by 12.5% or $105.7 million during 
1995. The bulk of funding for this loan growth was  
provided by a $51.1 million increase in borrowings,
$24.7 million increase in deposits, $15.7 million from
the maturities and sales of securities and a $13.4 
million increase to average earnings retained.

Lending Activity 

Increases in average loans for 1995 and 1994 were 
$105.7 million and $112.0 million, respectively. The 
1995 increase was primarily from new loan originations 
and particularly good success in penetrating new 
markets in Allegheny and Westmoreland counties. 
Changes in the average composition of the loan 
portfolio during 1995 included increases of $65.7 
million of commercial loans, $33.5 million of 
residential mortgages and $6.5 million in installment 
loans. Composition changes include decreases from the
effects of $32.3 million of commercial loans and $12.4 
million of student loans that were sold or 
participated in 1995. 

Increases in the commercial loan category include 
$42.8 million of commercial and industrial loans and 
$22.9 million of commercial real estate loans. S&T 
began to expand the participation of select commercial 
loans in 1995 and has developed a network of banks 
seeking to participate in larger commercial loans. 
Total commercial loan participations sold in 1995 were 
$32.3 million. The rationale for these participations 
included credit risk diversification, servicing income 
generation and the development of alternative funding 
sources. 

Commercial real estate loans currently comprise 19.6% 
of the loan portfolio. Although commercial real estate 
loans can be an area of higher risk, management 
believes these risks are mitigated by limiting the 
percentage amount of portfolio composition, a rigorous 
underwriting review by loan administration and the 
fact that many of the commercial real estate loans are 
owner occupied and/or seasoned properties being 
refinanced from other banks. 

Residential mortgage lending continued to be a 
strategic focus for 1995 through the establishment of 
a centralized mortgage origination department, product 
redesign and the utilization of commission compensated 
originators. Management believes that if a downturn in 
the local residential real estate market occurs, the 
impact of declining values on the real estate loan 
portfolio will be negligible because of S&T's 
conservative mortgage lending policies which generally 
require a maximum term of twenty years for fixed rate 
mortgages, and private mortgage insurance for loans 
with less than a 20% down payment. Adjustable rate 
mortgages with repricing terms of one, three and five 
years comprised 35% of the residential mortgage 
portfolio in 1995. 

Installment loans continue to benefit from the 
restructuring and refocus of the indirect lending 
function as part of a 1994 strategic initiative. 
Direct installment loan activity increased only 
slightly in the first nine months of 1995 since 
consumers continued to favor home equity and mortgage 
refinancing because of the tax deductibility of 
interest on these products. The bulk of the student 
loan portfolio was sold in 1995 because newly issued 
government regulations and restrictions significantly
reduced much of the profit potential associated with 
the product.

Management intends to continue to pursue quality loans 
in all lending categories within our market area in 
order to honor our commitment to provide the best 
service possible to our customers. S&T's loan 
portfolio primarily represents loans to businesses and 
consumers in our market area of Western Pennsylvania 
rather than to borrowers in other areas of the country 
or to borrowers in other nations. S&T has not 
concentrated its lending activities in any industry or 
group. During the past several years, management has 
concentrated on building an effective credit and loan
administration staff which assists management in 
evaluating loans before they are made and identifies 
problem loans early.  

<PAGE> - 49-

Security Activity 

Average securities decreased $15.7 million in 1995 and 
$33.8 million in 1994. The decreases were the result 
of utilizing funds from the maturities and sales of 
securities to fund loan growth. Loans typically 
provide higher yields and have the potential of 
developing other banking relationships. The largest 
components of the 1995 decrease included $14.1 million 
of U.S. treasury and agency securities, $2.7 million 
of collateralized mortgage obligations (CMOs), $4.6 
million in tax-exempt state and municipal securities, 
and $0.3 million in corporate debt securities, offset
by increases of $2.3 million in corporate equities and
$3.7 million in Federal Home Loan Bank (FHLB) capital 
stock.  

The CMOs are principally Planned Amortization Class 
(PAC) tranches of U.S. government agencies and were 
purchased during 1992 as alternatives to loans in a 
period of declining loan demand, and due to their 
attractive rates and reasonable risk factors. 
Declining interest rates have caused an acceleration 
of principal prepayments for these securities and 
$10.9 million are remaining at December 31, 1995. The 
equity securities portfolio is primarily comprised of 
Pennsylvania bank holding companies, as well as 
preferred and utility stocks, to take advantage of the 
dividends received deduction for corporations. During 
1995, the equity portfolio yielded 10.6% on a fully 
taxable equivalent basis and had unrealized gains, net 
of nominal unrealized losses, of $26.7 million. The 
FHLB capital stock is a membership and borrowing 
requirement.

During the fourth quarter of 1995, management 
reclassified the securities portfolio allowed by the 
"one time" amnesty per Financial Accounting Standards 
Board Statement No. 115, "Statement on Accounting for 
Certain Investments in Debt and Equity Securities."  
S&T's new policy for security classification includes 
U.S. treasuries, U.S. government agencies, 
mortgage-backed securities, CMOs and corporate 
equities as available for sale. Municipal securities 
and other debt securities are classified as held to 
maturity. At December 31, 1995, unrealized gains, net 
of nominal unrealized losses, for securities 
classified as available for sale were approximately 
$33.7 million.

Nonearning Assets 

Average nonearning assets increased $2.6 million in 
1995 and $3.1 million in 1994. The 1995 increase can 
be primarily attributed to low income housing tax 
credit (LIHTC) limited partnerships entered into 
during 1995, as well as an increase in accrued 
interest receivable on a higher earning asset balance. 

The 1994 increase can be attributed to the higher 
float and Federal Reserve requirements resulting from 
an increase in average transaction account balances   
and expanding cash management services such as 
lockbox and sweep arrangements.

Allowance for Loan Losses 

The year-end balance in the allowance for loan losses 
increased to $15.9 million or 1.63% of total loans at 
December 31, 1995 as compared to $14.3 million or 
1.55% of total loans at December 31, 1994. The 
adequacy of the allowance for loan losses is 
determined by management through evaluation of the 
loss potential on individual nonperforming, delinquent 
and high-dollar loans, review of economic conditions 
and business trends, historical loss experience, 
growth and composition of the loan portfolio as well 
as other relevant factors. The balance of 
nonperforming loans, which includes nonaccrual loans 
past due 90 days or more, at December 31, 1995 was 
$2.8 million or 0.29% of total loans. This compares to 
nonperforming loans of $1.9 million or 0.21% of total 
loans at December 31, 1994. Asset quality is the major 
corporate objective at S&T and management believes 
that the total allowance for loan losses is adequate 
to absorb probable loan losses.  

<PAGE> -50-

Deposits 

Average total deposits increased by $24.7 million in 
1995 and $8.6 million in 1994. The mix of average 
deposits in 1995 changed with time deposits increasing 
$39.8 million, while interest-bearing demand, savings 
and money market accounts decreased $17.5 million. 
Noninterest-bearing deposits increased by $2.4 million
or 2.4% in 1995 and were approximately 12% of total 
deposits during 1995 and 1994. These changes can be 
partially explained by customers shifting funds to 
higher-yielding, longer-term certificates of deposits
as interest rates peak, and the withdrawal of some 
temporary corporate funds deposited in December 1994.
Special rate deposits of $100,000 and over were 7% and 
6% of total deposits during 1995 and 1994, 
respectively, and primarily represent deposit 
relationships with local customers in our market area.  

Management believes that the S&T deposit base is 
stable and that S&T has the ability to attract new 
deposits, mitigating a funding dependency on volatile 
liabilities. In addition, S&T has the ability to 
access both public and private markets to raise 
long-term funding if necessary. During 1995, S&T  
issued $25 million of retail certificates of deposits
through two brokerage firms, further broadening the
availability of reasonably priced funding sources. 


Borrowings 

Average borrowings increased $51.1 million in 1995 and 
were comprised of retail repurchase agreements 
(REPOS), wholesale REPOS, federal funds purchased and 
long-term borrowings. S&T defines repurchase 
agreements with its retail customers as retail REPOS; 
wholesale REPOS are those transacted with other banks,
and brokerage firms with terms normally ranging from 1 
to 14 days.  

The average balance in retail REPOS increased 
approximately $19.3 million for 1995 and $27.7 million 
for 1994. S&T views retail REPOS as a relatively 
stable source of funds since most of these accounts 
are with local, long-term customers. The customer 
preference for this type of account is due to the 
slightly higher rates that the Bank could make 
available because Federal Deposit Insurance 
Corporation (FDIC) insurance premiums are not 
assessed. In the last quarter of 1995, there was an 
increase of funds migration from retail REPOS to 
special rate deposits. The recent reduction in FDIC 
insurance premiums have allowed these two products to 
become more comparable in price. 

Wholesale REPOS and federal funds purchased averaged 
$69.6 million in 1995, a decrease of $21.8 million 
from the 1994 averages. The availability and more 
favorable pricings of other funding sources has 
allowed S&T to meet the funding demands of its recent 
loan growth without depending upon large amounts of 
wholesale REPOS. 

The interest rate risk of various funding strategies 
is managed through S&T's Asset Liability Committee 
(ALCO). During 1995, ALCO authorized two additional 
long-term borrowings of $4.7 million at a fixed rate 
and $48.5 million at an adjustable rate with the FHLB. 
At December 31, 1995, S&T had two long-term borrowings 
outstanding of $23.1 million at a fixed rate and $73.5
million at an adjustable rate with the FHLB. The
purpose of these borrowings was to provide matched, 
fixed rate fundings for newly originated loans, and to 
mitigate the risk associated with volatile liability fundings. 

<PAGE> -51-

All other long-term borrowings are related to the 
funding of the S&T Employee Stock Ownership Plan 
(ESOP) loan. The loan was used by the ESOP to acquire 
treasury stock from S&T. This loan is recorded in the 
financial statements as other borrowed funds, offset 
by a reduction in shareholders' equity to reflect 
S&T's guarantee of the ESOP borrowing. The balance of 
the ESOP loan at December 31, 1995 and 1994 was $0.3 
million and $0.4 million, respectively. The terms of 
this loan require annual principal payments and 
quarterly interest payments at a rate equal to 80% of 
the lender's prime rate. 

Trust Assets 

The year-end carrying value balance of the S&T Bank 
trust department assets, which are not accounted for 
as part of the assets of S&T, increased 7.2% in 1995 
and 10.0% in 1994. These increases were a result of 
management's effort to expand the marketing of trust 
products and services during the periods.

RESULTS OF OPERATIONS 
Year Ended December 31, 1995 

Net Income 

Net income was a record $20.5 million or $1.82 per 
share in 1995, representing an 11% increase from the 
$18.4 million or $1.63 per share in 1994. The return 
on average assets increased to 1.54% for 1995 as 
compared to 1.49% for 1994. The return on average 
equity increased to 13.21% for 1995 compared to 13.03% 
for  1994. Improved net interest margin contributed 
significantly to this enhanced earnings performance.  

Net Interest Income 

On a fully taxable equivalent basis, net interest 
income increased $3.8 million or 7% for 1995 compared 
to 1994. The net yield on interest-earning assets 
decreased slightly by 2 basis points to 4.77%, but net 
interest income was positively affected by the $89.0 
million or 8% increase in average earning assets.  

Maintaining consistent spreads between earning assets 
and costing liabilities is very significant to S&T's 
financial performance since net interest income  
comprises 89% of operating revenue.  A variety of
asset/liability management strategies were
successfully implemented, within prescribed ALCO risk 
parameters, that enabled S&T to maintain a net 
interest margin consistent with historical levels. 

During this same period, earning assets increased 
primarily through new loan originations. The bulk of 
funding for this loan growth was provided by deposits, 
maturing securities and retained earnings. The level 
and mix of funds is continually monitored by ALCO in 
order to mitigate the interest rate sensitivity and 
liquidity risks of the balance sheet. 

<PAGE> -52-

Provision for Loan Losses 

The provision for loan losses is an amount added to 
the allowance against which loan losses are charged. 
The provision for loan losses was $3.8 million for 
1995 compared to $3.5 million in 1994. Provision 
expense is the result of management's assessment of 
economic conditions, credit quality statistics, loan 
administration effectiveness and other factors that 
would have an impact on probable losses in the loan 
portfolio. Net loan charge-offs totaled $2.2 million 
for 1995 compared to $2.6 million for 1994. S&T's 
allowance for loan losses at December 31, 1995 was 
$15.9 million, or 1.63% of total loans compared to 
$14.3 million, or 1.55% of total loans at December 31,
1994. Nonperforming loans to total loans increased 8
basis points or 38% since December 31, 1994 to 0.29% 
at December 31, 1995.

Noninterest Income 

Noninterest income increased $1.4 million or 20% in 
1995 compared to 1994. Increases included $0.2 million 
or 9% in trust income, $0.5 million or 19% in service 
charges and fees, a $0.2 million or 11% increase in 
other income, and a $0.5 million or 128% increase in 
nonrecurring gains.  

The increase in trust income was attributable to 
bankwide incentive programs and expanded marketing 
efforts designed to develop new trust business. The 
increase in service charges on deposit accounts was 
primarily the result of management's continual effort 
to implement reasonable fees for services performed 
and to manage closely the collection of these fees. 
The increase in other income was a result of increased
performance for brokerage activities, debit/credit cards
and credit insurance.  These areas were the focus
of several 1995 strategic initiatives and product 
enhancements implemented in order to expand this 
source of revenue.  

Nonrecurring gains were primarily attributable to the 
sales of equity securities and a $0.2 million gain 
from the aforementioned student loan sale. 

Noninterest Expense 

Noninterest expense increased $1.9 million or 6% in 
1995 compared to 1994. The increase is primarily 
attributable to increased employment and other 
expenses, offset by a decrease in Federal Deposit 
Insurance Corporation (FDIC) premiums. S&T's 
efficiency ratio, which measures noninterest expense 
as a percent of recurring noninterest income plus net 
interest income on a fully taxable equivalent basis, 
was 50.15% and 50.52% in 1995 and 1994, respectively.

Staff expense increased 9% or $1.4 million in 1995. 
The increase resulted from normal merit increases, 
higher incentive payments relative to commercial loan 
activity, several new hires relating to strategic 
initiatives in the lending, trust and cash management
functions and changes in the thrift plan 
contributions. Offsetting these increases is a higher 
deferral of loan origination costs resulting from 
commercial loan activity. Average full-time equivalent 
staff increased from 552 to 567 in 1995. 

S&T maintains a defined benefit retirement plan for 
employees. Accounting guidelines of the Financial 
Accounting Standards Board require certain assumptions 
to be made about long-term interest rates in order to 
apply present value calculations. S&T utilized a 
discount rate that approximated the present value 
yield on long-term treasury bonds of 6.5% in 1995 and 
8.0% in 1994. 

Other expenses increased 14% or $1.1 million in 1995 
as compared to 1994. The increase is primarily 
attributable to a $0.3 million funding of S&T's 
Charitable Foundation, $0.3 million increase in 
marketing and customer relations, and a $0.2 million 
increase of partnership losses from LIHTC investments. 
The funding of the Charitable Foundation will allow 
S&T to fund community contributions well into the  
future from the Foundation and help control future 
costs.  The LIHTC partnership losses aare offset by tax
credits. 

<PAGE> -53-

During 1995, FDIC premiums were reduced from 23 basis 
points to 4 basis points resulting in expense savings 
of $0.8 million for the year. Currently, S&T has $183 
million of Oakar deposits subject to the Savings 
Association Insurance Fund (SAIF) rate of 23 basis 
points, and a possible surcharge of 80 basis points, 
or $1.5 million in 1996 if legislation is passed for 
recapitalization of the SAIF fund.  

Federal Income Taxes  

Federal income tax expense increased $0.9 million to 
$7.5 million in 1995 as a result of higher pretax 
income in 1995. The 1995 effective tax rate of 27% was 
below the 35% statutory tax rate due to the tax 
benefits resulting from tax-exempt interest, 
excludable dividend income and the tax benefits 
associated from LIHTC projects. S&T currently does not 
incur any alternative minimum tax. 

RESULTS OF OPERATIONS 
Year Ended December 31, 1994 

Net Income 

Net income was a $18.4 million or $1.63 per share in 
1994, representing a 13% increase from the $16.3 
million or $1.45 per share in 1993. The return on 
average assets increased to 1.49% for 1994 as compared 
to 1.43% for 1993. The return on average equity 
decreased to 13.03% for 1994 compared to 14.14% for 
1993. The decrease in return on average equity is 
attributable to the implementation of FAS #115 in 1994 
which increased shareholders' equity. Improved net 
interest margin and asset quality contributed 
significantly to this enhanced earnings performance. 

Net Interest Income 

On a fully taxable equivalent basis, net interest 
income increased $3.3 million or 6% for 1994 compared 
to 1993; the net yield on interest-earning assets 
decreased slightly by 5 basis points to 4.79%, but net 
interest income was positively affected by a $77.3 
million or 7% increase in average earning assets.  

Maintaining consistent spreads between earning assets
and costing liabilities is very significant to S&T's 
financial performance since net interest income 
comprises 89% of revenue. A variety of asset liability 
management strategies were successfully implemented, 
within prescribed ALCO risk parameters, that enabled 
S&T  to maintain a net interest margin consistent with 
historical levels during an unprecedented increase in 
short-term market rates in 1994. 

During this same period, earning assets increased 
primarily through new loan originations. The bulk of 
funding for this loan growth was provided by maturing 
securities and short and long-term borrowings. The 
level and mix of borrowings is continually monitored 
by ALCO in order to mitigate the interest rate 
sensitivity risks of this balance sheet leveraging 
strategy.  

<PAGE> -54-

Provision for Loan Losses 

The provision for loan losses is an amount added to 
the allowance against which loan losses are charged. 
The provision for loan losses was $3.5 million for 
1994 compared to $3.6 million in 1993. Provision 
expense is the result of management's assessment of 
economic conditions, credit quality statistics, loan 
administration effectiveness and other factors that 
would have an impact on probable losses in the loan 
portfolio. Net loan charge-offs totaled $2.6 million 
for 1994 compared to $2.1 million for 1993. S&T's 
allowance for loan losses at December 31, 1994 was 
$14.3 million, or 1.55% of total loans compared to 
$13.5 million, or 1.69% of total loans at December 31, 
1993. Nonperforming loans to total loans decreased 14 
basis points or 40% since December 31, 1993 to 0.21% 
at December 31, 1994. 

Noninterest Income 

Noninterest income increased $0.3 million or 5% in 
1994 compared to 1993. Increases included $0.4 million 
or 22% in trust income, $0.3 million or 14% in service 
charges and fees, a $0.2 million or 16% increase in 
other income, offset by a $0.6 million or 59% decrease 
in securities gains.  

The increase in trust income was attributable to a 
bankwide incentive program and expanded marketing 
efforts designed to develop new trust business. The   
increase in service charges on deposit accounts was 
primarily the result of management's continual effort
to implement reasonable fees for services performed 
and to manage closely the collection of these fees. 
The increase in other income was a result of higher 
letter of credit issuance as well as increased 
performance for the relatively new fee-based 
businesses of mutual funds and annuities sales, 
discount brokerage activities, security lending, call 
options, cash management and credit insurance. These 
areas were the focus of several 1994 strategic 
initiatives and product enhancements implemented in 
order to expand this source of revenue. 

Security gains were primarily attributable to the sale 
of equity securities.

Noninterest Expense 

Noninterest expense increased $0.8 million or 3% in 
1994 compared to 1993. The increase is primarily 
attributable to increased employment, occupancy 
expense and furniture and equipment expenses, offset 
by a decrease in data processing expense and other 
expenses. 

Staff expense increased 7% or $1.1 million in 1994. 
The increase resulted from normal merit increases, 
higher overtime and part-time salary costs related to 
the data processing conversion during the first half 
of 1994, several new hires as a result of strategic 
initiatives in the lending, trust and cash management 
functions, offset by higher deferral of loan 
origination costs resulting from commercial loan 
activity. Average full-time equivalent staff increased 
from 520 to 552 in 1994. 

S&T maintains a defined benefit retirement plan for 
employees that is accounted for under the guidelines 
of Financial Accounting Standards Board Statement No. 
87, "Employers' Accounting for Pensions" (FAS #87). 
Implementation of FAS #87 requires certain assumptions 
to be made about long-term interest rates in order to
apply present value calculations. S&T utilized a 
discount rate that approximates the present value 
yield on long-term treasury bonds of 8% in 1994 and 
6.8% in 1993.  

Occupancy, furniture and equipment expenses increased 
15% or $0.5 million in 1994 compared to 1993.  
The increase resulted from renovations, higher utility
expenses and the addition of three new operational and
administrative facilities, including the opening of 
the new DuBois regional center during the second 
quarter of 1994. 

<PAGE> -55-

Data processing decreased 29% or $0.5 million in 1994 
compared to 1993. The decrease is attributable to 
costs associated with the data processing system 
conversion being expensed in the second quarter of 
1993.

Other expenses decreased 4% or $0.3 million in 1994 
compared to 1993. The decrease is primarily 
attributable to a nonrecurring charge of $0.6 million 
to charitable expense from the establishment of an S&T 
Charitable Foundation in the third quarter of 1993. 
Offsetting this decrease are increases attributable to 
higher cost for supplies and postage expenses due to 
the data processing conversion in the first quarter of 
1994, as well as increased expenses related to higher 
loan volumes. 

Federal Income Taxes 

Federal income tax expense increased $0.9 million to 
$6.7 million in 1994 as a result of higher pretax 
income in 1994. The 1994 effective tax rate of 27% was 
below the 35% statutory tax rate due to the tax 
benefits resulting from tax-exempt interest, 
excludable dividend income and the tax benefits 
associated from LIHTC taken during 1994. S&T currently 
does not incur any alternative minimum tax.  

Liquidity and Interest Rate Sensitivity 

Liquidity refers to the ability to satisfy the 
financial needs of depositors who want to withdraw 
funds or borrowers needing access to funds to meet 
their credit needs. Interest rate sensitivity 
management seeks to avoid fluctuating net interest 
margins and to enhance net interest income through 
periods of changing interest rates. ALCO is 
responsible for establishing and monitoring the 
liquidity and interest rate sensitivity guidelines, 
procedures and policies.  

The principal sources of asset liquidity are cash and 
due from banks, interest-earning deposits with banks, 
federal funds, and investment securities that mature   
in one year or less and the market value of securities
available for sale.  At December 31, 1995, the total of
such assets was approximately $428.5 million or 31% of
consolidated assets. However, liability liquidity is 
much more difficult to quantify, but is further 
enhanced by a stable core deposit base, access to 
credit lines at other financial institutions and S&T's 
ability to renew maturing deposits. Certificates of 
deposit in denominations of $100,000 or more 
represented 7% of deposits at December 31, 1995 and 
were outstanding primarily to local customers. S&T's 
ability to attract deposits and borrowed funds depends 
primarily on continued rate competitiveness, 
profitability, capitalization and overall financial
condition.  

ALCO monitors and manages interest rate sensitivity 
through gap, simulation and duration analyses in order 
to avoid unacceptable earnings fluctuations due to 
interest rate changes. S&T's gap model includes 
certain management assumptions based upon past 
experience and the expected behavior of customers 
during various interest rate scenarios. The 
assumptions include principal prepayments for 
mortgages, installment loans and CMOs and classifying 
the demand, savings and money market balances by 
degree of interest rate sensitivity. Utilizing the 
above assumptions results in ratios of interest rate 
sensitive assets to interest sensitive liabilities for 
the six-month and twelve-month intervals ended 
December 31, 1995 of .96% and 1.02%, respectively. 
Assuming immediate repricings for interest-bearing 
demand, savings and money market accounts, these 
ratios would be .69% and .80%, respectively. 

<PAGE> -56- 

Capital Resources 

The primary source of equity growth for S&T is 
earnings retention. Hence, capital growth is a 
function of net income less dividends paid to 
shareholders. Shareholders' equity increased $25.4 
million at December 31, 1995 compared to December 31, 
1994. The $25.4 million includes $13.5 million related 
to the change in unrealized holding gains on 
securities available for sale. Net income was $20.5 
million and dividends paid to shareholders were $7.9 
million for 1995. S&T paid 38% of 1995 net income in 
dividends, equating to an annual dividend rate of 
$0.74 per share.

The book values of S&T's common stock increased 18.0%
from $12.57 at December 31, 1994 to $14.85 at December 
31, 1995 primarily due to the increase in 
shareholders' equity from retained earnings and the 
increase in unrealized holding gains on securities 
available for sale. The market price of S&T's common 
stock has increased 49% to $30.50 per share at 
December 31, 1995 from $20.50 per share at December 
31, 1994. 

S&T continues to maintain a strong capital position 
with a leverage ratio of 10.4% as compared to the 1995 
minimum regulatory guideline of 3.0%. S&T's risk-based 
capital Tier 1 and Total ratios were 13.7% and 15.0%, 
respectively, at December 31, 1995, which places S&T 
well above the Federal Reserve Board's risk-based 
capital guidelines of 4.0% and 8.0% for Tier 1 and 
Total, respectively. In addition, management believes 
that S&T has the ability to raise additional capital 
if necessary. S&T sponsors an Employee Stock Ownership 
Plan (ESOP). The ESOP shares are allocated to 
employees as part of S&T's contributions to its 
employee thrift and profit sharing plans. At December 
31, 1995, 34,000 unallocated shares were held by the 
ESOP for future allocation to employees.  

During the fourth quarter of 1994, S&T announced a 
program to annually acquire up to 3% of its common 
stock as treasury shares. In 1995, S&T acquired 97,689 
treasury shares on the open market, and used 74,820 
treasury shares to fund the employee stock option 
plan, its dividend reinvestment plan for shareholders 
and other general corporate purposes. The stock 
repurchase program was also reaffirmed in the fourth 
quarter of 1995 for 1996. 

In April 1993, shareholders approved the S&T Incentive 
Stock Plan authorizing the issuance of a maximum of 
600,000 shares of S&T's common stock in order to 
assist in attracting and retaining employees of 
outstanding ability and to promote the identification 
of their interests with those of the shareholders of 
S&T. On December 19, 1994, the Stock Plan was amended 
to include outside directors. As of December 31, 1995, 
415,500 nonstatutory stock options had been granted 
to key employees and outside directors; 246,500 of 
these options are currently exercisable.  

On September 27, 1995, S&T entered into an agreement 
to construct a new branch office located in  
Greensburg, Pennsylvania. Estimated cost is $1.5 million 
and the completion date is scheduled for the
third quarter of 1996. 

Regulatory Matters 

S&T and S&T Bank are subject to periodic examinations 
by one or more of the various regulatory agencies. 
During 1995, an examination was conducted by the FDIC. 
This examination included, but was not limited to, 
procedures designed to review lending practices, 
credit quality, liquidity, operations and capital 
adequacy of S&T and its subsidiaries. No comments were 
received from the FDIC which would have a material 
effect on S&T's liquidity, capital resources or 
operations. S&T's current capital position and results 
of regulatory examination allows it to pay the lowest 
possible rate for FDIC deposit insurance.  

Inflation 

Management is aware of the significant effect 
inflation has on interest rates and can have on 
financial performance. S&T's ability to cope with this 
is best determined by analyzing its capability to 
respond to changing interest rates and its ability to 
manage noninterest income and expense. S&T monitors 
its mix of interest rate sensitive assets and 
liabilities through ALCO in order to reduce the impact 
of inflation on net interest income. Management also 
controls the effects of inflation by reviewing the 
prices of its products and services, by introducing 
new products and services and by controlling overhead 
expenses.  

<PAGE> -57-

Business Uncertainties 

Due to the static economy in S&T's mature market area 
and the potential for decline, management believes 
that values of loan collateral and the ability of 
borrowers to repay could be adversely affected in an 
economic downturn. However, because of S&T's adequate 
allowance for loan losses, earnings strength and 
strong capitalization, as well as the strength of 
other businesses in our market area, management does 
not expect a decline in S&T's ability to 
satisfactorily perform if further decline in our 
economy occurs. In addition, S&T's recent acquisitions 
provide expanded market opportunities in areas with 
better growth potential. 

<PAGE> -58-





Consent of Independent Audtors

We consent to the incorporation by reference in the Registration Statements
(Form S-8, No. 33-60530 and Form S-3, No. 3-44164) pertaining to the 1992
Incentive Stock Option Plan and the Dividend Reinvestment Plan of S&T
Bancorp, Inc. and subsidiaries, respectively, and the related Prospectuses
of our report dated January 12, 1996, with respect to the consolidated 
financial statements of S&T Bancorp, Inc. and subsidiaries incorporated
by reference in this Annual Report (Form 10-K) for the year ended
December 31, 1995. 


Ernst & Young




Pittsburgh, Pennsylvania
March 18, 1996





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-K and is qualified in its entirety by reference to such financial statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           39852
<SECURITIES>                                    350340
<RECEIVABLES>                                    34783
<ALLOWANCES>                                     15938
<INVENTORY>                                          0
<CURRENT-ASSETS>                               1400702
<PP&E>                                           27322
<DEPRECIATION>                                   12527
<TOTAL-ASSETS>                                 1400702
<CURRENT-LIABILITIES>                          1233755
<BONDS>                                              0
<COMMON>                                         29552
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   1400702
<SALES>                                         107017
<TOTAL-REVENUES>                                115326
<CGS>                                            57019
<TOTAL-COSTS>                                    83521
<OTHER-EXPENSES>                                 33523
<LOSS-PROVISION>                                  3800
<INTEREST-EXPENSE>                               49998
<INCOME-PRETAX>                                  28005
<INCOME-TAX>                                      7536
<INCOME-CONTINUING>                              20469
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     20469
<EPS-PRIMARY>                                     1.82
<EPS-DILUTED>                                     1.82
        

</TABLE>