BT FINANCIAL CORP
10-C, 1996-06-24
STATE COMMERCIAL BANKS
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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-C

                   REPORT BY ISSUER OF SECURITIES QUOTED ON NASDAQ
                             INTERDEALER QUOTATION SYSTEM
                     FILED PURSUANT TO SECTION 13 OR 15(d) OF THE
                   SECURITIES EXCHANGE ACT OF 1934 AND RULE 13a-17
                                 OR 15d-17 THEREUNDER


                               BT Financial Corporation
          ----------------------------------------------------------------
                    (Exact name of issuer as specified in charter)

                    551 Main Street, Johnstown, Pennsylvania 15901
          -----------------------------------------------------------------
                       (Address of principal executive offices)

          Issuer's telephone number, including area code  (814) 532-3801
                                                        -------------------

                      I.  CHANGE IN NUMBER OF SHARES OUTSTANDING

          Indicate any change (increase or decrease) of five percent or
          more in the number of shares outstanding:

          1.   Title of security   Common Stock, par value $5.00 per share

          2.   Number of shares outstanding before the change  3,826,581

          3.   Number of shares outstanding after the change     4,038,581

          4.   Effective date of change        June 13, 1996

          5.   Method of change:   Specify method (such as merger,
               acquisition, exchange, distribution, stock split, reverse
               split, acquisition of stock for treasury, etc.)

            Issuance of 212,000 shares as partial consideration for merger

               Give brief description of transaction     On June 13, 1996,
               The Armstrong County Trust Company ("Armstrong") was merged
               into Johnstown Bank and Trust Company, a wholly-owned
               subsidiary of the issuer, and as a result, each share of
               common stock of Armstrong was converted into the right to
               receive $533.21 in cash and 26.5 shares of common stock of
               the issuer.  If all 8,000 shares of Armstrong's common stock
               are exchanged, then up to 212,000 shares of the issuer's
               common stock would be issued.  The actual number that will
               be issued will be smaller, because of the "cashing out" of
               fractional shares of the common stock of the issuer.

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                            II.  CHANGE IN NAME OF ISSUER

          1.   Name prior to change ______________________________________

          2.   Name after change _________________________________________

          3.   Effective date of charter amendment changing name _________

          4.   Date of shareholder approval of change, if required _______


          Date    June 24, 1996
               ------------------    /s/ John H. Anderson
                                   ---------------------------------------
                                   John H. Anderson, Chairman and Chief
                                    Executive Officer




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