UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-1(b))
Under the Securities Exchange Act of 1934
(Amendment No. One)*
BT Financial Corporation
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
055763106
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(CUSIP Number)
*The remainder of this cover page shall be filled out
for a reporting person's initial filing on this form
with respect to the subject class of securities, and
for any subsequent amendment containing information
which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover
page shall not be deemed to be "filed" for the purpose
of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No. 055763106 13G
1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Laurel Trust Company
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[_]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5 SOLE VOTING POWER 713,420
6 SHARED VOTING POWER 62,538
7 SOLE DISPOSITIVE POWER 775,958
8 SHARED DISPOSITIVE POWER -0-
9 AGGREGATE AMOUNT BENEFICALLY OWNED BY EACH REPORTING PERSON
775,958
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[ ]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.98%
12 TYPE OF REPORTING PERSON*
BK
*SEE INSTRUCTION BEFORE FILLING OUT!
ITEM 1(A) NAME OF ISSUER:
BT Financial Corporation (the "Issuer")
ITEM 1(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
551 Main Street
Johnstown, Pennsylvania 15901
ITEM 2(A) NAME OF PERSON FILING:
Laurel Trust Company
ITEM 2(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
551 Main Street
Johnstown, Pennsylvania 15901
ITEM 2(C) CITIZENSHIP:
United States of America
ITEM 2(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $5.00 per share ("Common Stock")
ITEM 2(E) CUSIP NUMBER:
055763106
ITEM 3 IF THIS STATEMENT IS FILED PURSUANT TO
240.13D-1(B) OR 230.13D-2(B) OR (C), CHECK
WHETHER THE PERSON FILING IS A:
(b) Bank as defined in section 3(a)(6) of
the Act (15 U.S.C. 78c).
ITEM 4 OWNERSHIP.
(a) Amount Beneficially Owned:
As of December 31, 1998, the undersigned
beneficially owned 775,958 shares of Common Stock
(5.98% of outstanding) all of which are held in a
fiduciary capacity.
(b) Percent of Class: 5.98%
(c) Number of shares of Common Stock as to which
such person has:
(i) sole power to vote or to 713,420
direct the vote
(ii) shared power to vote or 62,538
to direct the vote
(iii) sole power to dispose or to 775,958
direct the disposition of
(iv) shared power to dispose or -0-
to direct the disposition of
ITEM 5 OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not Applicable
ITEM 6 OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF
OF ANOTHER PERSON.
Not Applicable
ITEM 7 IDENTIFICATION AND CLASSIFICATION OF THE
SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable
ITEM 8 IDENTIFICATION AND CLASSIFICATION OF MEMBERS
OF THE GROUP.
Not Applicable
ITEM 9 NOTICE OF DISSOLUTION OF GROUP.
Not Applicable
ITEM 10 CERTIFICATION.
(a) By signing below I certify that, to the best
of my knowledge and belief, the securities
referred to above were acquired and are held
in the ordinary course of business and were
not acquired and are not held for the purpose
of or with the effect of changing or
influencing the control of the issuer of the
securities and were not acquired and are not
held in connection with or as a participant
in any transaction having that purposes or
effect.
After reasonable inquiry, and to the best of my
knowledge and belief, I certify that the information set forth in
this Statement is true, complete and correct.
Date: February 2, 1999 LAUREL TRUST COMPANY
/s/ Kim Craig
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Kim Craig, President
Laurel Trust Company
