SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

Form 8-K

Current Report Pursuant to Section 13 or 15(d) of the Securities
Act of 1934

Date of Report (Date of earliest event reported) May 1, 1995

USBANCORP, Inc.
(exact name of registrant as specified in its charter)

Pennsylvania        0-12204        25-1424278
(State or other     (commission    (I.R.S. Employer
jurisdiction        File Number)   Identification No.)
of Incorporation)

Main and Franklin Streets, Johnstown, Pa.  15901
(address or principal executive offices)   (Zip Code)

Registrant's telephone number, including area code: 814-533-5300

N/A
(Former name or former address, if changed since last report.)



Item 5. Other Events

     USBANCORP, Inc. (the "Registrant") announced on May 1, 1995,
the details of a corporate-wide restructuring plan that is being
initiated to position the $1.8 billion financial holding company
for future growth.  For a more detailed description of the 
restructuring plan see the press release attached as Exhibit
#99.1.

Exhibits

Exhibit 99.1   Press release dated May 1, 1995 announcing that 
               USBANCORP, Inc. has initiated a corporate-wide 
               restructuring plan to position the $1.8 billion 
               financial holding company for future growth.

     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 hereunto duly authorized.

USBANCORP, Inc.


By /s/Orlando B. Hanselman
Orlando B. Hanselman
Executive Vice President, 
and Chief Financial Officer
of USBANCORP, Inc.


Exhibit 99.1                                          
     
     USBANCORP, Inc. Initiates Restructuring Program
     
     
      JOHNSTOWN, Pa., May 1 -- Terry K. Dunkle, chairman,
     president and CEO of USBANCORP, Inc. today announced the
     details of a corporate-wide restructuring plan that is being
     initiated to position the $1.8 billion financial holding
     company for future growth.  USBANCORP, Inc. is the holding
     company for U.S. National Bank in Johnstown, PA, Three
     Rivers Bank in McKeesport, PA, and Community Savings Bank in
     Monroeville, PA.
      One element of the plan is the reassignment of key
     USBANCORP, Inc. senior managers, including:

               Orlando B. Hanselman, executive vice
               president, chief financial officer and
               manager of corporate services was promoted to
               president and chief executive officer of
               U.S. National Bank, the largest bank in the
               USBANCORP Network.  Hanselman will continue
               to serve as the
               
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     USBANCORP Restructuring                     page  2
      
     
               executive vice president and chief financial
               officer of USBANCORP, Inc.
               
               W. Harrison Vail, president and chief
               executive officer for Three Rivers Bank, will
               succeed Dennis J. Fantaski as president and
               chief executive officer of Community Savings
               Bank.  Fantaski resigned his position on
               April 28.  As a result of the restructuring
               plan, Vail will lead both Three Rivers Bank
               and Community Savings Bank   the two western
               affiliate banks in the USBANCORP Network of
               banks.
          
               Louis Cynkar, the current president and
               chief executive officer of U.S. National
               Bank, will join the holding company to direct
               the entire commercial lending and leasing
               activities throughout the USBANCORP
               organization.  Cynkar will also direct the
               operations at the holding company s mortgage
               affiliate, Standard Mortgage Corporation of
               Georgia.
     
               In addition to senior management changes, the
     USBANCORP, Inc. restructuring plan includes a redesigned
     organizational structure.  The
     
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     USBANCORP Restructuring                  page  3
     
     company is re-tooling, according to Dunkle, to better
     prepare USBANCORP for the new challenges arising from a
     changing banking industry.
       The banking industry is changing at a remarkable
     rate,  said Dunkle.   Customer demands and new technologies
     are driving much of the change.  Our restructuring plan puts
     the primary elements   people and operational processes  
     into place that position USBANCORP to more aggressively act
     upon the opportunities presented as the banking industry
     changes.  Our success in implementing this restructuring
     plan will benefit our communities and our shareholders. 
       The new U.S. National Bank president and CEO, Orlando
     B. Hanselman, has been with USBANCORP since 1987.  
     Hanselman was promoted to senior vice president,
     treasurer and chief financial officer in 1989.
       A 1981 cum laude graduate of Bucknell University with a
     bachelor of science business administration degree in
     accounting, Hanselman has also graduated in 1989 from the
     Business Bank Executive Program at the Duke University Fuqua
     School.
       Hanselman is a member of the National American Red
     Cross Biomedical Services Board of Directors (including
     service on the finance committee) and is Chairman of the
     Johnstown Regional Blood Services
      
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             USBANCORP Restructuring         page  4
     
     Board of Directors of the American Red Cross.  An active
     philanthropist, Hanselman was the 1994 March of Dimes top
     fund raiser among Johnstown business executives.  He will be
     honored for his March of Dimes fund raising achievements
     during a state-wide March of Dimes award ceremony in
     Harrisburg on May 24.  He is a member of the Conemaugh
     Health Systems, Inc., Board of Directors  Investment and
     Finance/Operations Committees since 1994, and served as
     Treasurer for the Board of Directors of the Johnstown
     Symphony Orchestra from 1991 - 1995.
     
       W. Harrison Vail, who will direct the operations for
     both Three Rivers Bank and Community Savings Bank, has lead
     Three Rivers Bank since 1984.  Prior to 1984, Vail served as
     an executive vice president for Yough Valley National Bank
     in Connellsville, PA.
        Vail has been in banking for more than 30 years, and
     holds a bachelor of science degree in business
     administration from Waynesburg College in Pennsylvania.  He
     has also graduated from the Bank Administration Institute
     School of Banking from the University of Wisconsin.
      Vail serves with several Pittsburgh community
     organizations.  His positions include board member on the
     Greater Pittsburgh Council, Boy Scouts of America; director
     on the Housing Opportunities, Inc. board; and Executive
     Committee member for the Pennsylvania Banking Association.
     
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          USBANCORP Restructuring            page  5
     
      Cynkar has more than 30 years of banking experience, 24
     of which were spent with the former Equibank of Pittsburgh
     where he rose through the ranks to become senior vice
     president in commercial lending.  He joined
     U.S. Bank in 1986 as senior vice president, commercial
     lending.  In 1991, he was promoted to senior vice president
     and head of both the commercial and retail banking groups at
     U.S. Bank.  He has served as U.S. National Bank president
     since July, 1993.
      Active in the community, Cynkar currently serves as
     finance committee chairman, Greater Johnstown YMCA; treasurer,
     Johnstown Area Regional Industries; and treasurer, Johnstown
     Community Concert Association.  He also is active in Bishop
     McCort basketball and soccer programs and is a referee for the
     Hilltop American Youth Soccer Organization.
     Cynkar holds a bachelor of science degree in business
     management from Robert Morris College, Pittsburgh.
          USBANCORP, Inc. is the holding company for U.S.
     National Bank in Johnstown, Three Rivers Bank of McKeesport
     and Community Savings Bank of Monroeville.  USBANCORP, Inc.
     operates 45 offices in western Pennsylvania.  USBANCORP, Inc.
     stock trades on the NASDAQ national market system under the
     symbol UBAN.