USBANCORP INC /PA/
8-K, 1998-02-26
NATIONAL COMMERCIAL BANKS
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                                 Form 8-K

Item 5. Other Events.

     USBANCORP, Inc. (the "Registrant") announced on February 19,
1998, that its Three Rivers Bank subsidiary, has reached an
agreement in principle to acquire two branches of National City
Bank of Pennsylvania, a subsidiary of National City Corporation of
Cleveland, Ohio.  For a more detailed description of the proposed
transaction see the press release attached as Exhibit #99.1.  

Exhibits
- --------

Exhibit 99.1   Press release dated February 19, 1998, announcing
               that USBANCORP, Inc.'s, Three Rivers Bank
               subsidiary has reached an agreement in principle to
               acquire two branches of National City Bank of
               Pennsylvania, a subsidiary of National City
               Corporation of Cleveland, Ohio.


     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.


USBANCORP, Inc.

By /s/Jeffrey A. Stopko
Jeffrey A. Stopko
Senior Vice President
& CFO

Date: February 25, 1998
<PAGE>1

Exhibit 99.1

          Jeffrey A. Stopko                        February 19, 1998
          Senior Vice President and                    IMMEDIATELY
          Chief Financial Officer  
          (814) 533-5310
                
              USBANCORP, INC. ANNOUNCES BRANCH ACQUISITIONS

     PITTSBURGH, PA -- USBANCORP, Inc. (NASDAQ NMS: UBAN)  announced that  one
of  its banking  subsidiaries, Three Rivers Bank, has reached an agreement in 
principle to acquire two branch offices of National City Bank of Pennsylvania,
a subsidiary of National City Corporation (NYSE: NCC) of Cleveland, Ohio.  
The acquired branch offices are located on the North Side of Pittsburgh at 
600 East Ohio Street and in Braddock at 823 Braddock Avenue.
     Three Rivers Bank will pay a core deposit premium of 7.0% to acquire 
approximately $38 million of deposits.  The bank will use the funds provided 
by the deposits to pay down existing borrowings on its balance sheet.  No 
loans are included in the transaction  with the exception of cash reserve 
accounts (overdraft protection) related to certain deposit accounts.  The 
agreement is subject to the completion of due diligence and all necessary 
regulatory approvals.  The sale is expected to be completed in the spring of
1998.
     Three Rivers Bank will honor all of the rates and terms currently in 
effect on all certificate of deposit accounts, with no interruption of service 
to customers.  Three Rivers Bank will provide additional details to all 
customers to ensure a smooth transition.
     W. Harrison Vail, President and Chief Executive Officer of Three Rivers 
Bank, stated:  "These two branch offices will complement and augment our 
existing community banking network in Allegheny County.  We intend to continue
our philosophy of customer service and neighborhood involvement as we expand
in these two communities."
     Three Rivers Bank is a state-chartered and federally insured bank, with 
assets in excess of $950 million and 23 offices in  Allegheny, Washington and 
Westmoreland Counties.  It is part of the USBANCORP banking network which had 
total assets of $2.2 billion at December 31, 1997.





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