BT FINANCIAL CORP
10-C, 1996-07-03
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  4,038,581

          3.   Number of shares outstanding after the change     5,165,650

          4.   Effective date of change        June 25, 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 1,127,069 shares as partial consideration for merger

               Give brief description of transaction     On June 25, 1996,
               Moxham Bank Corporation ("Moxham") was merged with and into
               the issuer, and as a result, each share of Moxham common
               stock was converted into the right to receive 1.15 shares of
               the issuer's common stock and each share of Moxham preferred
               stock was converted into the right to receive 6.325 shares
<PAGE>
               of the issuer's common stock.  If all shares of Moxham
               common and preferred stock are exchanged, then up to
               1,127,069 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.

                            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    July 3, 1996
               ------------------    /s/ John H. Anderson
                                   ---------------------------------------
                                   John H. Anderson, Chairman and Chief
                                    Executive Officer



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