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                              April 14, 2023

       Patrick Gadson
       Partner
       Vinson & Elkins LLP
       The Grace Building
       1114 Avenue of the Americas
       32nd Floor
       New York, NY 10036

                                                        Re: AMERISERV FINANCIAL
INC /PA/
                                                            PREC14A filed April
6, 2023
                                                            File No. 000-11204

       Dear Patrick Gadson:

              We have reviewed your filing and have the following comments. In
some of our
       comments, we may ask you to provide us with information so we may better
understand your
       disclosure.

               Please respond to these comments by providing the requested
information or advise us as
       soon as possible when you will respond. If you do not believe our
comments apply to your facts
       and circumstances, please tell us why in your response.

              After reviewing your response to these comments, we may have
additional comments.
       Note that capitalized terms used here but not otherwise defined have the
same meaning as in the
       proxy statement listed above.

       PREC14A filed April 6, 2023

       General

   1.                                                   The proxy card does not
appear to provide any instructions or guidance with respect to
                                                        cumulative voting, nor
any space in which a shareholder can indicate its own instructions
                                                        or preferences with
respect to how it would like its votes to be divided among the various
                                                        director nominees.
Please revise, or advise.
   2.                                                   Please disclose
additional detail regarding the Board's reasons for rejecting the Purported
                                                        Nomination Notice,
including, in particular, the fact that the Board determined that Mr.
                                                        Cooper's nomination
"does not comply with AmeriServ   s interlocks bylaw that prohibits
                                                        Board members and
nominees to the Board from, among other things, concurrent
 Patrick Gadson
Vinson & Elkins LLP
April 14, 2023
Page 2
         directorships with other depository institutions," as was disclosed in
a press release issued
         by the Company and attached as an exhibit to a March 15 Form 8-K filed
by the
         Company, and regarding which the Company's counsel disclosed
additional detail in a
         letter sent to Mr. Cooper's counsel, which letter was also attached as
an exhibit to the
         same March 15 Form 8-K.

        We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

         Please direct any questions to David Plattner at 202-551-8094.



FirstName LastNamePatrick Gadson                                Sincerely,
Comapany NameVinson & Elkins LLP
                                                                Division of
Corporation Finance
April 14, 2023 Page 2                                           Office of
Mergers and Acquisitions
FirstName LastName