August 9, 1994
VIA TELECOPY AND U.S. MAIL
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Attention: Ms. Linda Matarese
Re: USBANCORP, Inc.
Post-Effective Amendment No. 1 to
Registration Statement No. 33-56604 reflecting the
proposed amendments to the Dividend Reinvestment and
Stock Purchase Plan ("DRIP")
Ladies and Gentlemen:
Pursuant to Rule 477 under the Securities Act of 1933, we
hereby request that the above-referenced Post-Effective Amendment
be withdrawn. Such withdrawal is consistent with the public
interest and the protection of investors for the following
reasons.
As described in the Prospectus filed as part of Post
Effective Amendment No. 1, the DRIP, as it is currently proposed
to be amended, would permit Pennsylvania residents who are not
shareholders to participate in the DRIP. Such nonshareholders do
not receive the information required by Rule 14a-3(b) under the
Securities Exchange Act of 1934 ("Exchange Act") and Items 401,
402, and 403 of Regulation S-K. USBANCORP desires to withdraw
Post Effective Amendment No. 1 in order to delete the provision
permitting such nonshareholder participation. USBANCORP would
then file Post-Effective Amendment No. 2 without such provision
so that the only participants in the DRIP would be shareholders
who receive material containing the information required by Rule
14a-3(b) under the Exchange Act and Items 401, 402 and 403 of
Regulation S-K.
Please advise Edward C. Hogan or Jeffrey P. Waldron of
Stevens & Lee, our counsel, at (610) 964-1480 with your decision
concerning this application. Thank you for your prompt
assistance in this matter.
Sincerely,
USBANCORP, Inc.
By____________________________
Orlando B. Hanselman
Executive Vice President,
Treasurer and Chief
Financial Officer
