S&T BANCORP INC
10-Q, 1996-11-07
STATE COMMERCIAL BANKS
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                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON D.C.  20549
                                       FORM 10-Q


(Mark One)
x     QUARTERLY  REPORT  PURSUANT  TO SECTION 13 OR  15 (d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended              September 30, 1996

                             OR

      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
      SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to

Commission file number                          0-12508

                             S&T BANCORP, INC.
      (Exact name of registrant as specified in its charter)

                             Pennsylvania       25-1434426
      (State or other jurisdiction of           (I.R.S.EMPLOYER
      incorporation or organization)            Identification No.)

      800 Philadelphia Street, Indiana, PA      15701
      (Address of principal executive offices)  (Zip Code)

                             (412) 349-2900
      (Registrant's telephone number, including area code)

                             Not Applicable
      (Former name, former address and former fiscal year, 
      if changed since last report.)
               
Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities and Exchange
Act of 1934 during the preceding 12 months (or for such shorter periods 
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.  YES   X   NO


                    APPLICABLE ONLY TO CORPORATE ISSUERS: 

Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practical date.

      Common Stock, $2.50 Par Value - 11,046,575 shares as of October 22, 1996

<PAGE>
                                    INDEX
                    S&T BANCORP, INC. AND SUBSIDIARIES

                                                  


   
PART I.  FINANCIAL INFORMATION                                 Page No.
   
   
   
Item 1.  Financial Statements
   
         Condensed consolidated balance sheets - 
         September 30, 1996 and December 31, 1995                     3

         Condensed consolidated statements of income - 
         Three months ended September 30, 1996 and 1995, and          4
         Nine months ended September 30, 1996 and 1995
   
         Condensed consolidated statements of cash flows -  
         Nine months ended September 30, 1996 and 1995                5
         
         Notes to condensed consolidated financial statements       6-9
         
    
Item 2.  Management's discussion and analysis of financial 
           condition and results of operations                    10-16

   


PART II.  OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K                            17
   
   
SIGNATURES                                                           18

<PAGE>
  S&T BANCORP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED BALANCE SHEETS 
<TABLE>
<CAPTION>
                                        
                                            September 30,    December 31,
                                                1996             1995
<S>                                        (000's omitted except share data)
  ASSETS                                     <C>              <C>
      Cash and due from banks                   $39,748          $39,852
      Interest-earning deposits
          with banks                                 82               51
      Securities available for sale             340,180          315,343
      Investment securities                      29,864           34,997
      Total loans                             1,011,325          976,819
      Less allowance for loan losses            (17,024)         (15,938)
              Net Loans                         994,301          960,881
      Premises and equipment                     15,374           14,795
      Other assets                               35,778           34,783
  TOTAL ASSETS                               $1,455,327       $1,400,702

                                        
  LIABILITIES
      Deposits:
          Noninterest-bearing demand           $122,927         $116,054
          Interest-bearing demand                27,999           96,577
          Money market                          206,966          123,121
          Savings                               118,379          123,606
          Time                                  533,983          520,267
              Total Deposits                  1,010,254          979,625
      Securities sold under repurchase
           agreements                           144,915          122,794
      Federal funds purchased                    15,775              325
      Other borrowed funds                          230              340
      Long-term borrowing                        81,618           96,618
      Other liabilities                          33,734           34,053
  TOTAL LIABILITIES                           1,286,526        1,233,755
                                        
  SHAREHOLDERS' EQUITY
      Preferred stock, without par value,
           10,000,000 shares authorized 
           and none outstanding                      -                -
      Common stock  $2.50 par value,
           25,000,000 shares authorized 
           and 11,820,944 issued                 29,552           29,552
      Additional paid in capital                 11,727           11,009
      Retained earnings                         121,663          111,980
      Net unrealized holding gains on 
           securities available for sale         19,606           21,928
      Treasury stock (774,589 shares at 
           September 30, 1996 and 578,092       (13,517)          (7,182)
           at December 31, 1995)
      Deferred compensation                        (230)            (340)
  TOTAL SHAREHOLDERS' EQUITY                    168,801          166,947
  TOTAL LIABILITIES AND
      SHAREHOLDERS' EQUITY                   $1,455,327       $1,400,702


See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>

  S&T BANCORP, INC. AND SUBSIDIARIES
  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
<TABLE>
<CAPTION>
                                 For Three Months Ended    For Nine Months Ended
                                      September 30,              September 30,
                                       1996        1995       1996        1995
                                            (000's omitted except share data)
<S>                                 <C>         <C>         <C>         <C>
INTEREST INCOME
 Loans, including fees              $21,999     $21,694     $64,713     $63,626
 Deposits with banks                                  5           3         136
 Federal funds sold                       6          18          71          32
 Investment securities:
  Taxable                             5,101       4,399      14,623      12,512
  Tax-exempt                            404         442       1,294       1,359
  Dividends                             725         619       2,136       1,880
Total Interest Income                28,235      27,177      82,840      79,545

INTEREST EXPENSE
 Deposits 
  Interest-bearing demand               347         378       1,037       1,127
  Money market                        1,428       1,134       4,057       3,330
  Savings                               759         794       2,261       2,420
  Time                                7,337       7,159      21,770      20,121
 Securities sold under repurchase 
  agreements                          1,889       2,164       5,324       6,872
 Federal funds purchased                 89          56         263         430
 Long term borrowing                  1,165       1,129       3,564       2,764
 Other borrowed funds                     4           7          14          23
Total Interest Expense               13,018      12,821      38,290      37,087
NET INTEREST INCOME                  15,217      14,356      44,550      42,458
 Provision for loan losses              825       1,100       3,250       2,600
NET INTEREST INCOME AFTER
  PROVISION FOR LOAN LOSSES          14,392      13,256      41,300      39,858

NONINTEREST INCOME:
 Trust fees                             738         541       2,118       1,753
 Service charges on deposit accounts    950         781       2,624       2,151
 Net securities/nonrecurring gains/
    (losses)                            592         317       1,675         676
 Other                                  724         460       1,948       1,452
Total Noninterest Income              3,004       2,099       8,365       6,032

NONINTEREST EXPENSE
 Salaries and employee benefits       4,570       4,449      13,908      13,236
 Occupancy expense, net                 506         538       1,601       1,582
 Equipment expense, net                 495         404       1,534       1,506
 Data processing                        406         368       1,178       1,082
 FDIC assessment                        988          55       1,198       1,076
 Other                                2,388       2,347       7,055       6,601
Total Noninterest Expense             9,353       8,161      26,474      25,083
INCOME BEFORE INCOME TAXES            8,043       7,194      23,191      20,807
 Applicable income taxes              2,075       1,986       5,896       5,601
NET INCOME                           $5,968      $5,208     $17,295     $15,206

PER COMMON SHARE
 Net Income                           $0.54       $0.46       $1.56       $1.35
 Dividends                             0.24        0.18        0.69        0.53
Average Common Shares Outstanding    11,041      11,233      11,077      11,244

See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>
S&T BANCORP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                Nine Months Ended September 30
                                                    1996               1995
                                                          (000's omitted)
<S>                                                  <C>                <C>
Operating Activities
Net Income                                           $17,295            $15,206
Adjustments to reconcile net income to net cash
provided by operating activities:
  Provision for loan losses                            3,250              2,600
  Provision for depreciation and amortization            961              1,016
  Net amortizaton of investment security premiums        417                613
  Net accretion of loan and deposit discounts           (343)              (762)
  Net gains on sales of securities available for 
    sale                                              (1,593)              (447)
  Net investment security gains
  Decrease in deferred income taxes                     (521)              (254)
  Increase in interest receivable                     (1,501)            (1,693)
  Increase in interest payable                           488              3,376
  (Decrease) increase in other assets                  1,386               (627)
  Increase (decrease) in other liabilities                40             (5,109)
  Net Cash Provided by Operating Activities           19,879             13,919

Investing Activities
  Net (increase in) redemption of interest-earning
    deposits with banks                                  (31)             3,399
  Proceeds from maturities of investment securitie     6,115             18,224
  Proceeds from maturities of securities available    58,444              8,000
    for sale
  Proceeds from sales of securities available          6,685              14163
    for sale
  Purchases of investment securities                    (534)           (25,713)
  Purchases of securities available for sale         (92,813)           (40,338)
  Net increase in loans                              (52,318)           (75,262)
  Proceeds from the sale of loans                     15,991             34,739
  Purchases of premises and equipment                 (1,715)            (1,442)
  Proceeds from the sale of premises and equipment       (82)                28
  Net Cash Used by Investing Activities              (60,258)           (64,202)

Financing Activities
  Net increase (decrease) in demand, NOW and
    savings deposits                                  16,914             (7,035)
  Net increase in certificates of deposits            13,716             51,341
  Net increase (decrease) in repurchase agreements    22,121            (27,260)
  Net increase (decrease) in federal funds purchased  15,450             (7,515)
  (Decrease) increase in long-term borrowing         (14,987)            42,201
  Acquisition of treasury stock                       (7,289)            (1,878)
  Sale of treasury stock                               1,671              1,275
  Cash dividends paid to shareholders                 (7,321)            (5,846)
  Net Cash Used by Financing Activities               40,275             45,283

  Decrease in Cash and Cash Equivalents                 (104)            (5,000)
  Cash and Cash Equivalents at Beginning of Period    39,852             38,791
  Cash and Cash Equivalents at End of Period         $39,748            $33,791


See Notes to Condensed Consolidated Financial Statements
</TABLE>
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 1996
NOTE A--BASIS OF PRESENTATION
   
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q
and Article 10 of Regulation S-X.  Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete financial statements.  In the opinion of management,
all adjustments (consisting of normal recurring accruals) considered 
necessary for a fair presentation have been included.  Operating results
for the nine month period ended September 30, 1996 are not necessarily 
indicative of the results that may be expected for the year ending
December 31, 1996.  For further information, refer to the consolidated
financial statements and footnotes thereto included in the annual report
on Form 10-K for the year ended December 31, 1995.

Earnings per common share are based on the average number of shares of common
stock outstanding during the periods presented.

Financial Accounting Standards Board Statement No.123 Accounting for Stock-
Based Compensation is effective in 1996 and allows companies the choice of
either changing their accounting for stock-based awards by recognizing 
compensation cost in earnings for such plans or providing supplemental pro forma
footnote disclosures.  For year end 1996, S&T is expecting to continue its
current accounting treatment of stock-based compensation and provide the 
supplemental pro forma disclosures related to the fair value approach.  As
provided in Statement No. 123, pro forma disclosure is not required in interim
financial statements.

NOTE B--SECURITIES
<TABLE>
<CAPTION>
The amortized cost and estimated market value of securities as of September 30
are as follows:

   1996                                 Available for Sale
                                          Gross      Gross    Estimated
                             Amortized  Unrealized Unrealized  Market
                               Cost       Gains     Losses      Value
                                        (000's omitted)
<S>                              <C>         <C>        <C>      <C> 
   Marketable equity 
     securities                   $38,692    $29,551      ($227)   $68,016
   Obligations of U.S. government
     corporations and agencie     222,054      1,996     (1,978)   222,072
   Collateralized mortgage 
     obligations of U.S. 
     government corporations
     and agencies                   7,046         42                 7,088
   U.S. Treasury securities        34,078        778                34,856
   Corporate Securities               300                              300
                                  302,170     32,367     (2,205)   332,332
   Other securities                 7,848                            7,848
                                 $310,018    $32,367    ($2,205)  $340,180
<CAPTION>
   1996                                 Investment Securities
                                            Gross       Gross     Estimated
                             Amortized   Unrealized   Unrealized    Market
                                 Cost       Gains       Losses      Value
                                        (000's omitted)
<S>                              <C>          <C>         <C>     <C>        
   Obligations of states and 
    political subdivisions        $25,742       $544       ($10)   $26,276
   Corporate securities             2,496        209                 2,705
                                   28,238        753        (10)    28,981
   Other securities                 1,626                            1,626
         Total                    $29,864       $753       ($10)   $30,607
</TABLE>
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Continued
<TABLE>
<CAPTION>
NOTE B-SECURITIES

The amortized cost and estimated market value of securities as of December 31 
are as follows:

          1995                        Available for Sale
                                         Gross      Gross     Estimated
                            Amortized   Unrealized Unrealized   Market
                            Cost        Gains      Losses       Value
                                      (000's omitted)
<S>                         <C>           <C>        <C>       <C> 
   Marketable equity
    securities                $37,573     $26,926     ($276)    $64,223
   Obligations of U.S.
    government corporations
    and agencies              172,612       5,113      (143)    177,582
   Collateralized mortgage
    obligations of U.S. 
    government corporations
    and agencies               10,911         124                11,035
   U.S. Treasury securitie     51,205       1,993                53,198
   Corporate Securities           190                               190
                              272,491      34,156      (419)    306,228
   Other securities             9,115                             9,115
   Total                     $281,606     $34,156     ($419)   $315,343

<CAPTION>

          1995                        Investment Securities
                                        Gross      Gross        Estimated
                            Amortized   Unrealized Unrealized   Market
                            Cost        Gains      Losses       Value
                                      (000's omitted)
<S>                          <C>          <C>        <C>       <C>
   Obligations of states 
    and political 
    subdivisions               31,412         949       (12)     32,349
   Corporate securities         2,493         350                 2,843
                               33,905       1,299       (12)     35,192
   Other securities             1,092                             1,092
         Total                $34,997      $1,299      ($12)    $36,284
</TABLE>

During the period ended September 30, 1996, there were $1,592,652 in realized
gains relative to securities available for sale.

The amortized cost and estimated market value of securities at September 30,
1996 by contractual maturity, are shown below:
<TABLE>
<CAPTION>
                                                            Estimated
                                      Amortized              Market
   Available for Sale                   Cost                  Value
                                                (000's omitted)
<S>                                   <C>                   <C>
   Due in one year or less             $27,025               $27,143
   Due after one year through 
    five years                          73,900                75,125
   Due after five years through 
    ten years                          161,288               160,776
   Due after ten years                   1,265                 1,272
         Total                        $263,478              $264,316
</TABLE>
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Continued
<TABLE>
<CAPTION>
NOTE B-SECURITIES
                                                             Estimated
                                      Amortized               Market
   Held to Maturity                      Cost                  Value
                                                  (000's omitted)
<S>                                    <C>                    <C> 
   Due in one year or less               $2,939                $2,954
   Due after one year through 
     five years                          10,312                10,701
   Due after five years through 
     ten years                           10,665                10,959
   Due after ten years                    4,322                 4,367
         Total                          $28,238               $28,981

</TABLE>
At September 30, 1996 and December 31, 1995 investment securities with a 
principal amount of $202,104,000 and $203,063,000 respectively, were 
pledged to secure repurchase agreements and public and trust fund 
deposits.

NOTE C--LOANS AND ALLOWANCE FOR LOAN LOSSES

The composition of the loan portfolio was as follows:
<TABLE>
<CAPTION>
                                      September 30, 1996     December 31, 1995
                                                  (000's omitted)
<S>                                   <C>                    <C>                                          
     Real estate - construction         $29,547               $23,712
     Real estate - mortgages:
       Residential                      398,226               377,258
       Commercial                       209,100               191,885
     Commercial - industrial
       and agricultural                 230,674               234,779
     Consumer installment               143,778               149,185
         Total Loans                 $1,011,325              $976,819
</TABLE>

Changes in the allowance for loan losses for the nine months ended September 30 
were as follows:
<TABLE>
<CAPTION>
                                         1996                  1995
                                                (000's omitted)
<S>                                   <C>                    <C>                         
     Balance at beginning 
     of period                          $15,938               $14,331
     Charge-offs                         (3,869)               (2,001)
     Recoveries                           1,705                   588
     Net charge-offs                     (2,164)               (1,413)
     Provision for loan losses            3,250                 2,600
     Balance at end of period           $17,024               $15,518
</TABLE>

At September 30, 1996, the recorded investment in loans that are considered
to be impaired under Statement No. 114 was $5,200,000 of which $380,000
were on a nonaccrual basis.  The allowance for loan losses related to
these impaired investments was $1,619,000.
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Continued

NOTE D--FINANCIAL INSTRUMENTS
   
S&T, in the normal course of business, commits to extend credit and issue 
standby letters of credit.  The obligations are not recorded in S&T's 
financial statements.  Loan commitments and standby letters of credit 
are subject to normal credit underwriting policies and procedures and 
generally require collateral based upon management's evaluation of each 
customer's financial condition and ability to satisfy completely the terms 
of the agreement. S&T's exposure to credit loss in the event the customer 
does not satisify the terms of agreement equals the notional amount of the 
obligation less the value of any collateral.  Unfunded loan commitments 
totaled $230,487,000 and obligations under standby letters of credit totaled 
$61,297,000 at September 30, 1996.

At September 30, 1996, S&T had marketable equity securities totaling $407,813 
at amortized cost and $603,225 at estimated market value, that were 
subject to covered call option contracts.  The purpose of these contracts
was to generate fee income for S&T.

NOTE E - LITIGATION

S&T, in the normal course of business, is subject to various legal 
proceedings in which claims for monetary damages are asserted.  No 
material losses are anticipated by management as a result of these 
legal proceedings.
<PAGE>


S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis is presented so 
that shareholders may review in further detail the 
financial condition and results of operations of S&T 
Bancorp, Inc. and subsidiaries (S&T).  This discussion
and analysis should be read in conjunction with the 
condensed consolidated financial statements and the 
selected financial data presented elsewhere in this 
report.

Financial Condition

Total assets at September 30, 1996 were $1.5 billion, 
increasing slightly from December 31, 1995.  Total 
assets averaged $1.4 billion in the first nine months 
of 1996, an $80.2 million increase from the 1995 full 
year average.  Average loans and average securities 
increased $29.1 million and $31.0 million, respectively, 
in the first nine months of 1996 compared to the 1995 full 
year averages.  Funding for this loan and security growth  
was primarily provided by a $57.8 million increase in average
deposits, a $11.6 million increase in average retained earnings, 
offset by a $5.1 million decrease in average 
borrowings.

Lending Activity

Total loans at September 30, 1996 were $1.0 billion,
a $34.4 million or 3.5% increase from December 31, 1995.
Average loans increased $29.1 million, or 3% to $979.0
million for the nine months ended September 30, 1996 from
the 1995 full year average.   Changes in the composition
of the average loan portfolio during 1996 included increases
of $10.2 million of commercial loans, $24.8 million of
residential mortgages, offset by a decreases of $0.9
million of installment loans and $5.0 million of commercial
real estate loans.

The slight increase in overall loan volumes for the 
first nine months of 1996 can be attributed to higher 
new loan activity in the third quarter.  Borrowers 
perceived the first half of 1996 to be the bottom of 
the interest rate cycle and significantly increased 
refinancing activities in order to lock in lower loan 
rates.  At the same time, competitive pressures in the 
market pushed new loan rates to levels that were 
sometimes below the risk adjusted yields that could be 
obtained from investment securities with similar 
duration.  Loan priceings firmed somewhat in the third 
quarter providing better risk adjusted returns as
compared to securities.
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Commercial real estate loans comprise 21% of the loan
portfolio.  Although real estate loans can be an area
of higher risk, management believes these risks are
mitigated by limiting the percentage amount of portfolio
composition, a rigorous underwriting review by loan
administration and the fact that many of the commercial
real estate loans are owner-occupied and/or seasoned
properties that were refinanced from other banks.

Residential mortgage lending continued to be a strategic
area of focus during the first nine months of 1996 through
the establishment of a centralized mortgage origination 
department, product redesign and the utilization of 
commission compensated originators.  Management believes 
that if a downturn in the local residential real estate 
market occurs, the impact of declining values on the real 
estate loan portfolio will be negligible because of S&T's 
conservative mortgage lending policies.  These policies 
generally require a maximum term of twenty years for fixed
rate mortgages and private mortgage insurance for loans with
less than a 20% down payment.  At September 30, 1996 the
residential mortgage portfolio had a 36% composition of
adjustable rate mortgages.

Installment loan decreases are primarily associated 
with significantly lower volumes in the indirect auto 
loan category and the sale of the student loan 
portfolio in the second quarter of 1996.  Pricing 
pressures were unusually intense in the indirect 
market during the first nine months of 1996 and the 
decision was made to temporarily deploy investable 
funds into other, higher yielding and lower risk 
earning assets.  In the second quarter of 1996, S&T 
implemented an indirect auto leasing program and 
currently has $2.5 million of outstanding auto leases. 
$8.2 million of the student loan portfolio was sold in 
the second quarter of 1996 because of newly issued 
government regulations and restrictions that 
significantly reduced  much of the profit potential 
associated with the product.  

In addition to prepayment and refinancing activity, 
the decrease in commercial loan volumes for the period 
can be partially attributed to $7.8 million of loan 
participations during the first nine months of 1996.  
S&T began to expand the participation of select 
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

commercial loans in 1995 and has developed a network 
of banks seeking to participate in larger commercial 
loans.  The rationale for these participations 
included credit risk diversification, servicing income 
generation and the development of alternative funding 
sources.

Management intends to continue to pursue quality loans 
in all lending categories within our market area in 
order to honor our commitment to provide the best 
service possible to our customers.  S&T's loan 
portfolio primarily represents loans to businesses and 
consumers in our market area of Western Pennsylvania 
rather than to borrowers in other areas of the country 
or to borrowers in other nations.  S&T has not 
concentrated its lending activities in any industry or 
group.  During the past several years, management has 
concentrated on building an effective credit and loan 
administration staff which assists management in 
evaluating loans before they are made and identifies 
problem loans early.

Security Activity

Average securities increased $31.0 million in the 
first nine months of 1996 compared to the 1995 full 
year average.  Security yields during the period 
offered reasonable investment alternatives to the 
depressed yields in the market for new loans.  The 
change in composition of the average investment 
portfolio was all related to increases in average 
taxable securities; tax-exempt state and municipal 
securities average balances decreased $1.3 million .  
The increase in average taxable investment securities 
was principally comprised of $53.8 million of U.S. 
government agencies securities, $3.9 of common stocks 
and $1.1 million of Federal Home Loan Bank (FHLB) 
stock.  Offsetting these increases were average 
decreases of $16.7 million in U.S. Treasury 
securities, $8.6 million in collateral mortgage 
obligations (CMO's) and $1.1 million in other 
corporate securities.

Equity purchases of common stocks were made in order 
to take advantage of the higher yields and the 
dividends received deduction for corporations; the 
FHLB stock is a membership and borrowing requirement.  
The equities portfolio is currently yielding 10.6% on 
a fully taxable equivalent (FTE) basis and has $29.3 
million of unrealized gains net of nominal unrealized
losses. 
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


Allowance for Loan Losses

The allowance for loan losses increased to $17.0 
million or 1.68% of total loans at September 30, 1996, 
as compared to December 31, 1995.  The adequacy of the 
allowance for loan losses is determined by management 
through evaluation of the loss potential on individual 
nonperforming, delinquent and high-dollar loans, 
review of economic conditions and business trends, 
historical loss experience, growth and composition of 
the loan portfolio as well as other relevant factors.  
The balance of nonperforming loans, at September 30, 
1996 which includes nonaccrual loans past due 90 days 
or more, was $1.9 million, or 0.18% of total loans.  
This compares to nonperforming loans of $2.8 million 
or 0.29% of total loans at December 31, 1995.  Asset 
quality is a major corporate objective at S&T and 
management believes that the total allowance for loan 
losses is adequate to absorb probable loan losses.

Deposits

Average total deposits increased by $57.8 million, or 
6% for the nine months ended September 30, 1996 as 
compared to the 1995 average.  Changes in the average 
deposit mix included a $39.5 million increase in 
time deposits, $23.0 million increase in money market 
accounts, and a $3.6 million increase in demand 
accounts offset by a $8.3 million decrease in savings
accounts.

During the second half of 1995, S&T issued $25.0 
million of retail certificates of deposits through two 
brokerage firms, further broadening the availability 
of reasonably priced deposit funds.  At September 30, 
1996, there were $15.0 million of these brokered 
retail certificates of deposits outstanding.  In 
addition, money market accounts were recently repriced 
in order to be more competitive with money funds 
offered by brokerage firms.

Special rate deposits of $100 thousand and over were 
8% of total deposits at September 30, 1996 and 7% of 
total deposits at December 31, 1995 and primarily 
represent deposit relationships with local customers 
in our market area.  Management believes that the S&T 
deposit base is stable and that S&T has the ability to 
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

attract new deposits, mitigating a funding dependency 
on volatile liabilities.  In addition, S&T has the 
ability to access both public and private markets to 
raise long-term funding if necessary.

Borrowings

Average borrowings decreased $5.1 million for the nine 
months ended September 30, 1996 compared to the 1995 
annual average and were comprised of retail repurchase 
agreements (REPO's), wholesale REPO's, federal funds 
purchased and long-term borrowings.  S&T defines 
repurchase agreements with its local, retail customers 
as retail REPOS; wholesale REPOS are those transacted 
with other banks and brokerage firms with terms 
normally ranging from 1 to 14 days.

The average balance in retail and wholesale REPOS 
decreased approximately $18.3 million for the first 
nine months of 1996 compared to the full year 1995 
average.  Some retail REPO funds have shifted back to 
deposits as a result of the Federal Deposit Insurance 
Corporation (FDIC) insurance premium reduction; more 
comparable rates can now be offered on deposits.  In 
addition, core deposit increases and more moderate 
loan growth have decreased the usage of wholesale REPO 
fundings.

Average long-term borrowings have increased $13.2 
million in the first nine months of 1996 as compared 
to the full year 1995 average.  At September 30, 1996, 
S&T had long-term borrowings outstanding of $8.1 
million at a fixed rate and $73.5 million at an 
adjustable rate with the FHLB.  The purpose of these 
borrowings was to provide matched, fixed rate fundings 
for newly originated loans, to mitigate the risk 
associated with volatile liability fundings and to 
take advantage of lower cost funds through the FHLB's 
Community Investment Program.  All other long-term 
borrowings are related to the funding of the S&T 
Employee Stock Ownership Plan (ESOP) loan.  The loan 
was used by the ESOP to acquire treasury stock from 
S&T.  This loan is recorded in the financial 
statements as other borrowed funds, offset by a 
reduction in shareholders' equity to reflect S&T's 
guarantee of the ESOP borrowing. The balance of the 
ESOP loan at September 30, 1996 was $0.2 million.  The 
terms of this loan require annual principal payments 
and quarterly interest payments at a rate equal to 80% 
of the lender's prime rate.
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Capital Resources

Shareholders' equity increased $1.9 million at 
September 30, 1996, compared to December 31, 1995.  
The slight increase is related to a program announced 
in the fourth quarter of 1995 to annually acquire up 
to 350,000 shares, or approximately 3%, of S&T's 
common stock as treasury shares.  In the first nine 
months of 1996, S&T acquired 257,525 treasury shares 
on the open market in order to fund the employee stock 
option plan, the dividend reinvestment plan for 
shareholders and other general corporate purposes.  
Net income was $17.3 million and dividends paid to 
shareholders were $7.3 million for the nine months 
ended September 30, 1996.  During the first nine 
months of  1996, S&T paid 42% of 1996 net income in 
dividends, equating to an annual dividend rate of 
$0.96 per share.

The book value of S&T's common stock increased 
slightly from $14.85 at December 31, 1995 to $15.28 at 
September 30,1996 due to the stock buyback and the 
effect of the unrealized gains on the available for 
sale portfolio.  Equity associated with the available 
for sale securities portfolio decreased $2.3 million 
during the first nine months of 1996 due to rising 
interest rates and the resulting decline in values.  
The market price of S&T's common stock increased to 
$31.50 per share at September 30, 1996 as compared to 
$30.50 per share at December 31, 1995.

S&T continues to maintain a strong capital position 
with a leverage ratio of 10.3% as compared to the 
minimum regulatory guideline of 3.0%.  S&T's 
risk-based capital Tier I and Total ratios were 13.3% 
and 14.5% respectively, at September 30, 1996.  These 
ratios place S&T well above the Federal Reserve 
Board's risk-based capital guidelines of 4.0% and 8.0% 
for Tier I and Total, respectively.

RESULTS OF OPERATIONS

Nine months ended September 30, 1996 compared to
Nine months ended September 30, 1995


Net Income

Net income increased to $17.3 million or $1.56 per 
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

share in the first nine months of 1996 from $15.2 
million or $1.35 per share for the same period of 
1995.  The significant improvement during the first 
nine months of 1996 was the result of higher net 
interest income, increased noninterest income, 
partially offset by higher provision and operating 
expense.

Net Interest Income

On a fully taxable equivalent basis, net interest 
income increased $2.2 million or 5% in the first nine 
months of 1996 compared to the same period of 1995.  
The net yield on interest-earning assets decreased 
slightly from 4.77% to 4.73%.  Net interest income was 
positively affected by a $59.4 million, or 5% increase 
in average earning assets.

Maintaining consistent spreads between earning assets 
and costing liabilities is very significant to S&T's 
financial performance since net interest income 
comprises 87% of operating revenue.  A variety of 
asset/liablity management strategies were successfully 
implemented, within prescribed ALCO risk parameters, 
that enabled S&T to maintain a net interest margin 
consistent with historical levels.

During the same period, earning assets increased 
primarily through both new loan originations and 
securities purchases.  The bulk of funding for this 
asset growth was provided by deposits, borrowings and 
retained earnings.  The level and mix of funds is 
continually monitored by ALCO in order to mitigate the 
interest rate sensitivity and liquidity risks of the 
balance sheet.

Provision for Loan Losses

The provision for loan losses increased to $3.3 
million for the first nine months of 1996 compared to 
$2.6 million in the same period of 1995.  The increase 
was the result of management's assessment of economic 
conditions, credit quality statistics, loan 
administration effectiveness and other factors that 
would have an impact on future probable losses in the 
loan portfolio.  Net loan charge-offs totaled $2.2 
million for the first nine months of 1996 compared to
$1.4 million for the same period of 1995.  S&T's
allowance for loan losses at September 30, 1996 was 
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

$17.0 million, or 1.68% or total loans compared to 
$15.5 million, or 1.61% of total loans at September 
30, 1995. Nonperforming loans to total loans decreased 
17 bp to 0.18% at September 30, 1996.

Noninterest Income

Noninterest income increased $0.2 million or 39% in 
the first nine months of 1996 compared to the same 
period of 1995.  Increases included $0.4 million or 
21% in trust income, $0.5 million or 22% in service 
charges and fees, $0.5 million or 34% in other income 
and $1.0 million in security/nonrecurring gains.

The increase in trust income was attributable to a 
bank wide incentive program and expanded marketing 
efforts designed to develop new trust business.  The 
increase in service charges on deposit accounts was 
primarily the result of the introduction of new cash 
management services and management's continual effort 
to implement reasonable fees for services performed 
and to manage closely the collection of these fees.  
Other income increases included insurance sales, 
brokerage, equity call fees and letters of credit.

Security gains were taken on available for sale 
equities securities in the first nine months of 1996 
in order to maximize returns by taking advantage of 
market opportunities when presented.  Unrealized 
gains, net of unrealized losses in the available for 
sale equities portfolio totaled $29.3 million at 
September 30, 1996.

Noninterest Expense

Noninterest expense increased $1.4 million or 6% at 
September 30, 1996 compared to September 30, 1995.  
The increase is primarily attributable to employment, 
other expense, and FDIC insurance premium.  The $0.7 
million increase in employment expense resulted from 
normal merit increases, higher incentive payouts 
relative to commercial loan volume and trust sales, 
offset by higher deferral of loan origination costs, 
resulting from new loan activity.  Average full-time 
equivalent staff increased from 567 to 571 as compared 
to the same period of 1995.  Other expense increased 
$0.5 million primarily due to higher legal, 
consulting, postage, loan related costs.

<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

During 1995, FDIC premiums were eliminated resulting
in expense savings of $0.8 million for the first half 
of 1996.  However, S&T has $168 million of Oakar 
deposits subject to the Savings Association Insurance 
Fund (SAIF) rate of 23 basis points.  On September 30, 
1996, legislation was passed for recapitalization of 
the SAIF fund.  The SAIF fund was recapitalized by 
imposing a one-time surcharge of 65.6 basis points on 
any financial institution holding SAIF deposits.  This 
surcharge resulted in a expense of $0.9 million to 
S&T.  For future years, the insurance rate for SAIF 
deposits is expected to be lower, significantly reducing 
future expense.

Federal Income Taxes

Federal income tax expense increased $0.3 million or 
5% at September 30, 1996 as compared to September 30, 
1995 as a result of higher pre-tax income in 1996.  
The effective tax rate for the first nine of 1996 was 
25%, which is below the 35% statutory rate due to 
benefits resulting from tax-exempt interest, 
excludable dividend income and LIHTC's.

RESULTS OF OPERATIONS

Three months ended September 30, 1996 compared to
Three months ended September 30, 1995


Net Income

Net income increased to $6.0 million or $0.54 per 
share for the third quarter of 1996 from $5.2 million 
or $0.46 per share for the third quarter of 1995, a 
15% improvement.

Net Interest Income

On a fully taxable equivalent basis, net interest 
income increased $0.9 million or 6% in the third 
quarter of 1996 compared to the same period of 1995. 
This improvement in net interest income resulted from 
a higher level of earning assets while maintaining 
fairly consistent spreads.

Average earning assets increased by $68.3 million as 
compared to the third quarter of 1995, primarily as a 
result of an increase in new loan originations and 
securities purchases.  The bulk of funding for this 
asset growth was provided by deposits, borrowings and
retained earnings. 
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

Net interest margin on a fully taxable equivalent 
basis was 4.75% for the third quarter of 1996, as 
compared to 4.74% for the same period of 1995.

Provision for Loan Losses

The provision for loan losses was $0.8 million in the 
third quarter of 1996 compared to $1.1 million in the 
same period of 1995.  Net loan charge-offs totaled 
$0.5 million for the third quarter of 1996 and $0.6 
million in the third quarter of 1995.

Noninterest Income

Noninterest income increased $0.9 million or 43% in 
the third quarter of 1996 compared to the same period 
of 1995.  Increases included $0.2 million or 36% in 
trust income, $0.2 million or 22% in service charges 
and fees, $0.3 million or 57% in other income and $0.3 
million in security/nonrecurring gains. 

The increase in trust income was attributable to a 
bank wide incentive program and expanded marketing 
efforts designed to develop new trust business.  The 
increase in service charges on deposit accounts was 
primarily the result of new cash management services 
and management's continual effort to implement 
reasonable fees for services performed and to manage 
closely the collection of these fees.  The increase in 
other income is attributable to higher insurance 
commissions due to low experience ratings and an 
increase from the sale of credit insurance.

Security/nonrecurring gains increased $0.3 million in 
the third quarter of 1996 as compared to the same 
period of 1995.  Security gains were taken on 
available for sale securities in the third quarter of 
1996 in order to take advantage of market 
opportunities when presented.  

Noninterest Expense

Noninterest expense increased $1.2 million or 15% at 
September 30, 1996 compared to September 30, 1995.  
The increase is primarily attributable to the 
aforementioned surcharge in FDIC/SAIF premiums and an 
increase in employment costs.     
<PAGE>

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS 
OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS


FDIC expense increased $0.9 million in the third 
quarter of 1996 compared to the third quarter of 1995.  
The increase is attributable to legislation passed on 
September 30, 1996 for recapitalization of the SAIF 
fund.  S&T has $168 million of Oakar deposits subject 
to the surcharge of 65.6 basis points, resulting in an 
expense of $0.9 million in the third quarter of 1996.

Employment costs increased $0.2 million or 3% in the 
third quarter of 1996 compared to the same period of 
1995.  The increase resulted from normal merit 
increases offset by higher deferral of loan 
origination costs, resulting from an increase in loan 
volume during the third quarter of 1996.   

Federal Income Taxes

Federal income tax expense increased $0.1 million or 
4% at September 30, 1996 as compared to September 30, 
1995 as a result of higher pre-tax income in 1996.  
The third quarter effective tax rate of 26% was below 
the 35% statutory tax rate due to the tax benefits 
resulting from tax-exempt interest, excludable 
dividend income and low income housing tax credits.
<PAGE>

PART II

OTHER INFORMATION


Item 6.  Exhibits and Reports on Form 8-K


                (a) Exhibits

                    None

                (b) Reports on Form 8-K

                    None

<PAGE>

SIGNATURES





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 thereto duly authorized.









                                       S&T Bancorp, Inc.
                                       (REGISTRANT)



Date:  November 8, 1996                Robert E. Rout
                                       Principal Accounting Officer
<PAGE>


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC
Form 10-Q and is qualified in its entirely by reference to such financial
statements.
</LEGEND>
       
<S>                             <C>
<PERIOD-TYPE>                   YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               SEP-30-1996
<CASH>                                           39748
<SECURITIES>                                    370044
<RECEIVABLES>                                    35778
<ALLOWANCES>                                     17024
<INVENTORY>                                          0
<CURRENT-ASSETS>                               1455327
<PP&E>                                           28946
<DEPRECIATION>                                   13572
<TOTAL-ASSETS>                                 1455327
<CURRENT-LIABILITIES>                          1286526
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         29552
<OTHER-SE>                                           0
<TOTAL-LIABILITY-AND-EQUITY>                   1455327
<SALES>                                          82840
<TOTAL-REVENUES>                                 91205
<CGS>                                            44550
<TOTAL-COSTS>                                    44550
<OTHER-EXPENSES>                                 26474
<LOSS-PROVISION>                                  3250
<INTEREST-EXPENSE>                               38290
<INCOME-PRETAX>                                  23191
<INCOME-TAX>                                      5896
<INCOME-CONTINUING>                              17295
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     17295
<EPS-PRIMARY>                                     1.56
<EPS-DILUTED>                                     1.56
        

</TABLE>


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