FINANCIAL HIGHLIGHTS
S&T Bancorp, Inc and Subsidiaries
(in thousands, except per share data)



For The Year                        1995        1994          Change 
                                                           
Net Interest Income              $57,019     $53,308     $3,711        7%
Net Income                        20,469      18,444      2,025       11
Return on Average Assets            1.54%      1.49%       0.05%       3
Return on Average Equity           13.21       13.03       0.18        1
Per Share 
Net Income                         $1.82       $1.63      $0.19       12%
Dividends Declared                  0.74        0.61       0.13       21
Book Value at December 31          14.85       12.57       2.28       18
Market Value at December 31        30.50       20.50      10.00       49
At Year End        
Assets                        $1,400,702   1,304,803     95,899        7%
Net Loans                        960,881     910,077     50,804        6
Deposits                         979,625     903,240     76,385        8
Shareholders' Equity             166,947     141,587     25,360       18
Trust Assets (at market value)   416,281     346,949     69,332       20
Allowance for Loan Losses/
Total Loans                         1.63%       1.55%      0.08%      5  
Nonperforming Loans/Total Loans     0.29        0.21       0.08       38


 -7-


CONSOLIDATED BALANCE SHEETS
S&T Bancorp, Inc and Subsidiaries
(in thousands)



December 31                                    1995          1994
Assets                                                                                                              
Cash and due from banks                       $39,852        $38,791
Interest-earning deposits with banks               51          3,824
Securities available for sale 
  (carried at fair market value
  in 1995 and 1994)                           315,343        118,904
Investment securities (market value 
  $36,284 in 1995 and $182,655 in 1994)        34,997        187,220
Loans                                         976,819        924,408
  Allowance for loan losses                   (15,938)       (14,331)
Net Loans                                     960,881        910,077
Premises and equipment                         14,795         14,690
Other assets                                   34,783         31,297
Total Assets                               $1,400,702     $1,304,803
Liabilities 
Deposits
  Noninterest-bearing                         116,054        111,345
  Interest-bearing                            863,571        791,895
Total Deposits                                979,625        903,240 
Securities sold under repurchase agreements   122,794        169,871
Federal funds purchased                           325         19,590
Long-term borrowing                            96,618         43,418
Other borrowed funds                              340            430
Other liabilities                              34,053         26,667
Total Liabilities                          $1,233,755     $1,163,216
Shareholders' Equity 
Common stock ($2.50 par value)
  Authorized-25,000,000 shares in 1995 
  and 15,000,000 in 1994
  Issued-11,820,944 shares in 1995
  and 1994                                     29,552         29,552
Additional Paid-in Capital                     11,009         10,217
Retained earnings                             111,980         99,824
Net unrealized holding gain
  on securities available for sale             21,928          8,406
Treasury stock (578,092 shares in 1995
  and 555,223 shares in 1994, at cost)         (7,182)        (5,982)
Deferred compensation                            (340)          (430)
Total Shareholders' Equity                    166,947        141,587
Total Liabilities and Shareholders' Equity $1,400,702     $1,304,803
See Notes to Consolidated Financial Statements

 -28-

CONSOLIDATED STATEMENTS OF INCOME
S&T Bancorp, Inc and Subsidiaries
(in thousands, except per share data)


                                 
Year Ended December 31                         1995     1994     1993
Interest Income                                        
Loans, including fees                       $85,497  $70,911  $61,771
Deposits with banks                             143      281      298
Federal funds sold                               50       13       31
Investment securities
Taxable                                      16,480   16,753   20,355
Tax-exempt                                    1,809    2,143    2,427
Dividends                                     3,038    2,553    2,041
Total Interest Income                       107,017   92,654   86,923
Interest Expense
Deposits                                     36,686   31,241   32,703
Securities sold under repurchase agreements   8,482    6,542    3,278
Federal funds purchased                         474      524      290
Long-term borrowing                           4,326      990      629
Other borrowed funds                             30       49       65
Total Interest Expense                       49,998   39,346   36,965
Net Interest Income                          57,019   53,308   49,958
Provision for Loan Losses                     3,800    3,500    3,600
Net Interest Income After Provision
for Loan Losses                              53,219   49,808   46,358
Noninterest Income
Service charges on deposit accounts           2,930    2,464    2,163
Trust fees                                    2,401    2,212    1,814
Security gains, net                             729      421    1,016
Other                                         2,249    1,817    1,578
Total Noninterest Income                      8,309    6,914    6,571
Noninterest Expense 
Salaries and employee benefits               18,062   16,614   15,534
Occupancy, net                                2,082    2,013    1,713
Furniture and equipment                       1,918    1,912    1,689
Other taxes                                     868      815      799
Data processing                               1,433    1,334    1,872
Amortization of intangibles                     343      343      346
FDIC assessment                               1,247    2,028    2,016
Other                                         7,570    6,536    6,799
Total Noninterest Expense                    33,523   31,595   30,768
Income Before Income Taxes                   28,005   25,127   22,161
Applicable Income Taxes                       7,536    6,683    5,818
Net Income                                  $20,469  $18,444  $16,343
Per Common Share (1)
Net Income                                     1.82     1.63     1.45  
Dividends Declared                             0.74     0.61     0.50
Average Common Shares Outstanding            11,243   11,284   11,235
(1) Per share amounts and average shares outstanding have been
restated  to record the effect of a two-for-one common stock
split in the form  of a 100% stock dividend distributed on
September 15, 1994. See Notes to Consolidated  Financial 
Statements.

 -29-

Consolidated Statements of Changes in Shareholders' Equity
S&T Bancorp, Inc and Subsidiaries
(in thousands, except per share data)


                            Common Additional Retained Net Unrealized Treasury  Deferred
                            Stock   Paid-In   Earnings   Gain on      Stock  Compensation
                                    Capital            Securities
                                                     Available for Sale
                                                                           
Balance at January 1, 1993   14,776    23,788  77,423                  (5,841)     (1,200)
Net income for 1993                           16,343
Cash dividends declared
  ($0.50 per share)(1)                        (5,563)                       
Treasury stock acquired
  (6,705 shares)                                                         (208)
Treasury stock sold
  (36,001 shares)                         491                             684
Deferred ESOP
  benefits expense                                                                   400
Balance at December 31, 1993 14,776    24,279  88,203                  (5,365)      (800)
Net Income for 1994                            18,444
Cash dividends declared
  ($0.61 per share)                            (6,823)
Treasury stock acquired
  (70,300 shares)                                                      (1,361)
Treasury stock sold
  (75,703 shares)                         714                             744
Deferred ESOP
  benefits expense                                                                   370
Transfer to reflect a two-
  for-one stock split        14,776   (14,776)
Adoption of FASB No. 115                                   $14,830
Net change in unrealized
  holding losses on 
  securities available for
  sale                                                      (6,424)    
Balance at December 31, 1994 29,552    10,217  99,824        8,406    (5,982)       (430)

Net income for 1995                            20,469
Cash dividends declared
  ($0.74 per share)                            (8,313)
Treasury stock acquired
  (97,689 shares)                                                     (2,076)
Treasury stock sold
  (74,820 shares)                         792                            876
Deferred ESOP
  benefits expense                                                                    90
Net change in unrealized
  holding gains on securities 
  available for sale                                        13,522
Balance at December 31,1995 29,552     11,009 111,980       21,928   (7,182)        (340)
(1) Per share amounts have been restated to record the effect
of a two-for-one common stock split in the form of a 100% stock
dividend distributed on September 15, 1994.  See Notes to 
Consolidated Financial Statements. 


 -30-


Consolidated Statements of Cash Flows
S&T Bancorp, Inc. and Subsidiaries
(in thousands)




Year Ended December 31                                  1995    1994    1993
Operating Activities                                             
Net Income                                            20,469   18,444   16,343
Adjustments to reconcile net income to net cash
 provided by operating activities
  Provision for loan losses                            3,800    3,500    3,600
  Provision for depreciation and amortization          1,337    1,980    1,773
  Net amortization of investment security premiums       775    1,256    1,344
  Net accretion of loan and deposit discounts           (896)  (1,037)  (1,162)
  Deferred income taxes                                 (324)     375     (414)
  Net gains on securities available for sale            (729)    (415)    (547)
  Net investment security gains                                           (469)
  (Increase) decrease in interest receivable          (1,023)  (1,661)     853
  Increase (decrease) in interest payable              2,749    1,112   (1,232)
  Increase in other assets                            (1,823)  (2,741)  (1,805)
  (Decrease) increase in other liabilities            (3,066)   5,151   (2,099)
Net Cash Provided by Operating Activities             21,269   25,964   16,185

Investing Activities 
Net decrease (increase) in interest-earning
 deposits with banks                                   3,773     (671)     999
Net decrease in federal funds sold                                       4,500
Proceeds from sales of investment securities                            26,670
Proceeds from maturities of investment securities     18,244   42,947   79,724
Proceeds from maturities of securities available
 for sale                                             19,204   26,000   35,446
Proceeds from sales of securities available for sale  19,532   34,350    1,353
Purchases of investment securities                   (25,260) (31,900) (89,886)
Purchases of securities available for sale           (55,175) (26,302) (37,567)
Net increase in loans                                (53,708)(129,311)(105,707)
Purchases of premises and equipment                   (1,786)  (1,809)  (3,679)
Net Cash Used in Investing Activities                (75,176) (86,696) (88,147)

Financing Activities 
Net increase (decrease) in demand, NOW
 and savings deposits                                  6,098     (537)  13,672
Net increase (decrease) in certificates of deposit    70,286    5,519  (15,012)
Net (decrease)increase in federal funds purchased    (19,265)  (2,610)  22,200
Net (decrease)increase in repurchase agreements      (47,077)  42,140   42,718
Increase in long-term borrowing                       53,200   28,405   15,000
(Acquisition) sale of treasury stock                    (407)      97      967
Cash dividends paid to shareholders                   (7,867)  (6,427)  (5,275)
Net Cash Provided by Financing Activities             54,968   66,587   74,270
Increase in Cash and Cash Equivalents                  1,061    5,855    2,308
Cash and Cash Equivalents at Beginning of Year        38,791   32,936   30,628
Cash and Cash Equivalents at End of Year              39,852   38,791   32,936
See Notes to Consolidated Financial Statements

 -31-


Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note A - Accounting Policies
The financial statements of S&T Bancorp, Inc. and subsidiaries
(S&T) have been prepared in accordance with generally accepted
accounting principles.  In preparing the financial statements,
management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of
the date of the balance sheet and revenues and expenses for
the period.  Actual results could differ from those
estimates.  The more significant accounting policies are
described below.

Principles of Consolidation

The consolidated financial statements include the accounts
of S&T and its subsidiaries.  All significant intercompany
transactions have been eliminated in consolidation.  The
investment in the subsidiaries is carried at S&T Bancorp,
Inc's equity in the underlying net assets.

Securities

S&T implemented Financial Accounting Standards Board Statement
No. 115, "Statement on Accounting for Certain Investments in
Debt and Equity Securities" (Statement No. 115) in 1994.
Management determines the appropriate classification of
securities at the time of purchase.  If management has the
intent and S&T has the ability at the time of purchase to
hold securities until maturity, they are classified as
investment securities and are stated at cost adjusted for 
amortization of premiums and accretion of discounts.  All obligations
of states and political subdivisions and corporate securities are
classified in this category.  Securities to be held for indefinite 
periods of time are classified as available for sale and are recorded
at market value.  All U.S. treasury securities, U.S. government
corporations and agencies, collateralized mortgage obligations and
equity securities are classified in this category.  Gains or losses
on the disposition of securities are based on the specific 
identification method. During the fourth quarter of 1995, management
reclassified the securities portfolio allowed by the "one time"
amnesty per Financial Accounting Standards Board Statement No. 115.

Loans

Interest on loans is accrued and credited to operations
based on the principal amount outstanding.  Accretion of
discount on loans is included in interest income.  Loan
origination fees and direct loan orgination costs are
deferred and amortized as an adjustment of loan yield over
the respective lives of the loans.  The accrual of interest
on loans is discontinued when the collection of interest or
principal is doubtful, or generally when interest and
principal is 90 days or more past due.

Allowance for Loan Losses

The allowance for loan losses is established through
provisions for loan losses charged against income. Loans
considered to be uncollectible are charged against the
allowance and recoveries, if any, are credited to the
allowance.  The allowance for loan losses is maintained at a
level believed adequate by management to absorb probable
losses in the loan portfolio.  Management's determination of
the adequacy of the  allowance is based on periodic
evaluations of the loan portfolio, past loan loss
experience, current economic condition, volume, growth and
composition of the loan portfolio and other relevant factors.

Premises and Equipment

Premises and equipment are stated at cost less accumulated
depreciation.  The provision for depreciation is computed
generally by the straight-line method for financial
reporting purposes and by accelerated methods for federal
income tax purposes.
 -32-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Other Real Estate

Other real estate is included in other assets and is
comprised of properties acquired through foreclosure 
proceedings or acceptance of a deed in lieu of a foreclosure
and loans classified as in-substance foreclosure. These
properties are carried at the lower of cost or fair value. 
Loan losses arising from the acquisition of such property
are charged against the allowance for loan losses.  Gains or
losses realized subsequent to acquisition are recorded in
the results of operations.

Income Taxes

Deferred federal income taxes are provided based on
temporary differences between the carrying amounts of assets
and liabilities for financial reporting and federal income
tax purposes.

Trust Assets and Income

Assets held in a fiduciary capacity by the subsidiary bank, S&T Bank (Bank) are
not assets of the Bank and are therefore not included in the consolidated 
financial statements.  Trust fee income is reported on the accrual basis.

Pensions

Pension expense for the Bank's defined benefit pension plan
is actuarially determined using the projected unit credit
actuarial cost method.  The funding policy for the plan is
to contribute amounts to the plan sufficient to meet the
minimum funding requirements of the Employee Retirement
Income Security Act of 1974, plus such additional amounts as
may be appropriate, subject to federal income tax
limitations.

Treasury Stock

The purchase of S&T common stock is recorded at cost.  At
the time of reissue, the treasury stock account is reduced
using the average cost method.

Per Share Amounts

Net income per common share is based on the average number
of shares of common stock outstanding during the year. 
Net income and dividends per share amounts for 1993 have
been restated to reflect the two-for-one stock split
effective September 15, 1994.

Cash Flow Information

S&T considers cash and due from banks as cash and cash
equivalents.  For the years ended December 31, 1995, 1994,
and 1993, cash paid for interest was $38,915,000,
$38,234,000 and $38,197,000, respectively.  Cash paid during
1995 for income taxes was $7,662,000 compared to $6,404,000
for 1994 and $5,711,000 for 1993.

Reclassification

Amounts in prior years have been reclassed to conform to 
presentation in 1995. The reclassification had no effect
on financial condition or results of operations.
 -33-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

New Accounting Pronouncements

Financial Accounting Standards Board Statement No. 114, 
"Accounting by Creditors for Impairment of a Loan" (Statement
No.114), as amended by Financial Accounting Standards Board
Statement No. 118, requires some loan impairments to be measured 
using a present value of expected cash flows method.  S&T implemented 
Statements No. 114 and 118 in 1995.  Statements No. 114 and No. 118 did not  
have any material effects on S&T's financial position or results of operations.

Financial Accounting Standards Board Statement No. 121, 
"Accounting for the Impairment of Long-Lived Assets"
(Statement No. 121) requires long-lived assets and identifiable
intangibles that are used in operations be reviewed for 
impairment whenever events or changes in circumstances indicate
that the carrying amount of the assets might not be recoverable.
S&T implemented Statement No. 121 in 1995.  Statement No. 121 did 
not have any material effects on S&T's financial position or
results of operations.

Financial Accounting Standards Board Statement No. 122,
"Accounting for Mortgage Servicing Rights" (Statement No. 122)
requires capitalization of servicing rights on loans originated 
for sale and measurement of impairment of all capitalized mortgage
servicing rights based on their fair values.  S&T implemented 
Statement No. 122 in 1995.  Statement No. 122 did not have any
impact on S&T's financial position or results of operations as
S&T did not sell mortgage loans and retain the servicing during 1995.

Financial Accounting Standards Board Statement No. 123,
"Accounting for Stock-Based Compensation" (Statement No. 123)
is effective in 1996 and establishes a fair value based method
for measuring stock-based compensation plans.  Statement No. 123 is 
not expected to have any material effect on S&T's financial
position or results of operations.


Note B - Fair Values of Financial Instruments

S&T utilized quoted market values, where available, to
assign fair value to its financial instruments.  In  cases
where quoted market values were not available, S&T used
present value methods to estimate the fair value of its
financial instruments.  These estimates of fair value are
significantly affected by the assumptions made and,
accordingly, do not necessarily indicate amounts which
could be realized in a current market exchange.  It is
also S&T's general practice and intent to hold the majority
of its financial instruments until maturity and therefore,
S&T does not expect to realize the estimated amounts disclosed. 

The following methods and assumptions were used by S&T in
estimating its fair value disclosures for financial
instruments:

Cash and cash equivalents and other short-term assets:  The
carrying amounts reported in the consolidated balance
sheet for cash and due from banks, interest-earning
deposits with banks and federal funds sold approximate
those assets' fair values.

Securities:  Fair values for investment securities and
securities available for sale are based on quoted market
prices.

Loans:  For variable-rate loans that reprice frequently and
with no significant change in credit risk, fair values are
based on carrying values.  The fair values for other loans
are estimated using discounted cash flow analyses, using
interest rates currently being offered for loans with
similar terms to borrowers as measured by net credit
losses and the loss of interest income from nonaccrual
loans.  The carrying amount of accrued interest
approximates its fair value.


Deposits:  The fair values disclosed for demand deposits
(e.g., noninterest and interest-bearing demand, money
market and savings accounts) are, by definition, equal to
the amount payable on demand.  The  carrying amounts for
variable-rate, fixed-term certificates of deposits and
other time deposits approximate their fair value at
year-end.  Fair values for fixed-rate certificates of
deposit and other time deposits are based on the
discounted value of contractual cash flows, using interest
rates currently being offered for deposits of similar
remaining maturities.

Short-term borrowings and other borrowed funds:  The
carrying amounts of federal funds purchased, borrowings
under repurchase agreements and other borrowings
approximate their fair values.

Long-term borrowings:  The fair values disclosed for
long-term borrowings are estimated using current interest
rates for long-term borrowings of similar remaining
maturities.

Loan commitments and standby letters of credit:  Estimates
of the fair value of these off-blance sheet items were not
made because of the short-term of these arrangements
and the credit standing of the counterparties.  Also,
unfunded loan commitments relate principally to variable
rate commercial loans, and fees are not normally assessed
on the balance of these unfunded commitments.

Estimates of fair value have not been made for items which
are not defined as financial instruments,  including such
items as S&T's core deposit intangibles and the value of
its trust operation.  S&T believes it is impracticable to
estimate a representational fair value for these types of
assets, which represent significant value to S&T.
 -34-


Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

The following table indicates the estimated fair value of S&T's
financial instruments as of December 31:


                                        1995              1994
                                Estimated Carrying Estimated Carrying
                                Fair Value  Value  Fair Value Value 
Assets
                                                                    
  Securities available for sale $315,343  $315,343 $118,904  $118,904
  Investment securities           36,284    34,997  182,655   187,220
  Loans                          974,550   976,819  890,996   924,408
Liabilities
  Deposits                      $986,043  $979,625 $894,331  $903,240
  Long-term borrowing             97,146    96,618   42,384    43,418
  Interest rate swaps                  0         0    1,750         0



Note C - Derivative Financial Instruments

S&T has three types of derivatives: interest rate swaps, 
structured notes and collateralized mortgage obligations (CMOs).

S&T has two interest rate swaps at notional values totaling
$23.0 million, paying a fixed rate and receiving a variable
rate.  The purpose of these transactions is to provide
matched, fixed rate funding for newly originated loans, and
to mitigate the risk associated with volatile liability
funding.  The effective rate of these combined swaps was
5.38% at December 31, 1995. 

S&T's structured notes are comprised of $30 million of
Federal Home Loan Bank (FHLB) step-up notes at December 31, 1995.
These notes provide a higher interest rate, but are subject to call
after the first step-up period.  Lower market interest
rates at the step-up period could cause the structured notes
to be redeemed earlier than stated maturities.  Ranges of
expected maturities and interest rates for structured notes
are 3 years to 8 years and 4.5% to 8.0%, respectively. 
Fair values for structured notes were $29.0 million and
$37.3 million for 1995 and 1994, respectively.

The CMOs are principally Planned Amortization Class (PAC)
tranches of U.S. government agencies and were purchased
during 1992 as alternatives to loans in a period of
declining interest rates.  At December 31, 1995, $11
million are remaining with expected maturity ranges of 1.1
years to 1.6 years and yields of 7.0% to 9.0%.

Note D - Restrictions on Cash and Due from Bank Accounts

The Board of Governors of the Federal Reserve Bank impose
certain reserve requirements on all depository
institutions.  These reserves are maintained in the form of
vault cash or as a noninterest-bearing balance with the
Federal Reserve Bank.  Required reserves averaged
$14,647,000 during 1995.
 -35-



Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note E - Securities

1995                                                  

                                             Available for Sale
                                                       Gross   Gross
                                         Amortized Unrealized Unrealize  Market
                                              Cost     Gains     Losses   Value 
                                                            
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 securities                     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
                                                     Investment Securities
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

     1994                                               Available for Sale
                                                      Gross      Gross
                                          Amortized Unrealized Unrealize  Market
                                              Cost     Gains     Losses   Value 
Marketable equity securities                $32,122  $15,864    $(1,568) $46,418
Collateralized mortgage obligations of U.S.
 government corporations and agencies         5,147                (597)   4,550
U.S. treasury securities                     68,704       67       (835)  67,936
Total                                      $105,973  $15,931    $(3,000)$118,904

                                                      Investment Securities 
U.S. treasury bonds and obligations of U.S.
 government corporations and agencies      $130,456      $99    $(4,508)$126,047
Collateralized mortgage obligations of U.S.
 government corporations and agencies        14,451       30        (68)  14,413
Obligations of states and 
 political subdivisions                      32,816      295       (542)  32,569
Corporate securities                          4,038      129               4,167
                                            181,761      553     (5,118) 177,196
Other securities                              5,459                        5,459
Total                                      $187,220     $553    $(5,118)$182,655

 -36-


Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

During the fourth quarter of 1995, management reclassified the 
securities portfolio allowed by the "one time" amnesty per
Financial Accounting Standards Board Statement No. 115.  The
reclassified securities were from the held to maturity category
to the available for sale category.  The transferred securities
had an amortized cost of $154.2 million and a market value of 
$159.5 million.  The resulting net of tax effect of the 
reclassification to S&T's equity was $3.4 million.

There were $1,636,000, $1,136,000 and $550,000 in gross realized
gains and $907,000, $721,000 and $3,000 in gross realized losses
in 1995, 1994 and 1993, respectively, relative to securities 
 available for sale.

The amortized cost and estimated market value of
securities at December 31, 1995, by contractual  maturity,
are shown below.  Collateralized mortgage obligations are
included based upon their expected maturity which ranges
from 1.1 years to 1.6 years.  The weighted average maturity
of all collateralized mortgage obligations held was 1.4
years.  Expected maturities will differ from contractual
maturities because borrowers may have the right to call or
prepay obligations with or without call or prepayment 
penalties.



                                      Amortized  Estimated Market 
Available for Sale                         Cost         Value 
                                                       
Due in one year or less                   $ 36,122         $ 36,472
Due after one year through five years      120,120          123,756
Due after five years through ten years      78,676           81,777
Total                                     $234,918         $242,005

                                        Amortized  Estimated Market 
Investment Securities                      Cost         Value 
Due in one year or less                    $ 1,426          $ 1,449
Due after one year through five years        8,256            8,485
Due after five years through ten years      18,912           19,845
Due after ten years                          5,311            5,413
Total                                      $33,905          $35,192

At December 31, 1995 and 1994 securities with principal amounts of
$203,063,000 and $230,171,000 respectively, were pledged to
secure repurchase agreements and public and trust fund deposits.
 -37-


Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note F - Loans

The following table indicates the composition of the loan
portfolio at December 31:
                                                   1995                 1994


                                                               
Real estate-construction                          $23,712              $32,714
Real estate-mortgages:
Residential                                       377,258              343,935
Commercial                                        191,885              199,959
Commercial-industrial and agricultural            234,779              197,028
Consumer installment                              149,185              150,772
Total                                            $976,819             $924,408

S&T maintains a Flexline of credit for 10% of total assets
with the Federal Home Loan Bank (FHLB) which expires
December 31, 1996, S&T pledged all mortgage-backed
securities, 1-4 family and multi-family mortgage loans as
collateral for any current or future FHLB advances.  The
total carrying amount of these loans was $363,569,000 at
December 31, 1995.

The Bank has granted loans to certain officers and directors
of S&T as well as certain affiliates of the
officers and directors in the ordinary course of business.
These loans were made on substantially the same terms,
including interest rates and collateral, as those prevailing
at the time for comparable transactions with unrelated
persons and did not involve more than normal risk of
collectibility,  The aggregate dollar amounts of these loans
were $27,580,000 and $25,010,000 at December 31, 1995 and
1994, respectively.  During 1995, $22,051,000 of new loans
were funded and repayments totaled $19,481,000.

The principal balances of loans on nonaccrual were $2,844,000
and $1,922,000 at December 31, 1995 and 1994, respectively. 
At December 31, 1995 there were no commitments to lend
additional funds on nonaccrual loans.  Other real estate
owned, which is included in other assets, was $542,000 at
December 31, 1995 and $366,000 at December 31, 1994.

At December 31, 1995, the recorded investment in loans that are
considered to be impaired under Statement No. 114 was $3,420,000
of which $2,300,000 were on a nonaccrual basis.  The allowance
for loan losses related to these impaired investments was $1,812,000.



Note G - Allowance for Loan Losses

The following presents changes in the allowance for loan losses for
the years ended December 31:

                          1995     1994     1993
                                        
Balance at beginning of year    $14,331  $13,480  $12,029
Charge-offs                      (2,889)  (3,727)  (2,664)
Recoveries                          696    1,078      515
Net charge-offs                  (2,193)  (2,649)  (2,149)
Provision for loan losses         3,800    3,500    3,600
Balance at end of year          $15,938  $14,331  $13,480 

 -38-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note H - Premises and Equipment

The following is a summary of the premises and equipment accounts 
at December 31:


                                         1995     1994
                                        
Land                                  $ 1,987  $ 1,987
Premises                               13,140   12,520
Furniture and equipment                 9,804   11,087
Leasehold improvements                  2,391    2,003
                                      $27,322  $27,597
Accumulated depreciation              (12,527) (12,907)
Total                                  14,795   14,690


Certain banking facilities and equipment are leased under
short-term lease arrangements expiring at various dates to
the year 2005.  All such leases are accounted for as operating
leases.  Rental expense for premises and equipment amounted
to $1,104,000, $1,009,000 and $913,000 in 1995, 1994 and 1993, 
respectively.  Minimum annual rentals for each of the years
1996-2000 are approximately $467,000,$352,000,$261,000,
$156,000 and $134,000 respectively, and $509,000 for the years
thereafter.   Included in the above are leases entered into
with a director of S&T for which rental expense totaled 
$296,400 in 1995 and $292,200 in 1994.




Note I -  Deposits

The following table indicates the composition of deposits at December 31:


                                    1995                1994
                                             
Noninterest-bearing demand      $116,054            $111,345
Interest-bearing demand           96,577              97,970
Money market                     123,121             104,296
Savings                          123,605             139,648
Time deposits                    520,268             449,981
Total                           $979,625            $903,240

The aggregate of all time deposits over $100,000 amounted to 
$72,021,000 and $50,016,000 for December 31, 1995 and 1994,
respectively. 

Note J - Long-Term Debt

 The following table is a summary of long-term debt with 
 the Federal Home Loan Bank:


                                    1995              1994
                                   Average           Average
                               Balance   Rate      Balance   Rate
                                                  
 Due within one year           $15,000     4.82%   $15,000     4.82%
 Due within one to five years   73,500     5.89     25,000     6.12
 Due within five to twenty years 8,118     6.63      3,418     6.42
 Total                         $96,618     5.78%   $43,418     5.69%

 The purpose of these borrowings were to match-fund selected new loan 
 originations, to mitigate interest rate sensitivity risks and take advantage of
 discounted borrowing rates through the Federal Home Loan Bank for community 
 investment projects.  The borrowings are collateralized by 1-4 family
 mortgage loans.
 -39-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note K - Dividend and Loan Restrictions

Certain restrictions exist regarding the ability of the
subsidiaries to transfer funds to S&T in the form of 
dividends and loans.  Dividends that may be paid by the
subsidiaries to S&T are limited to the retained earnings of
the subsidiaries which amounted to $115,300,891 at December
31, 1995.  The amount of dividends that may be paid to S&T is
further restricted by regulatory guidelines concerning minimum
capital requirements.

Federal law prohibits S&T from borrowing from the subsidiaries
unless such loans are collateralized by specific obligations.
Further, such loans are limited to 10% of the subsidiaries'
capital and additional paid-in capital, as defined.  At
December 31, 1995, the maximum amount available for transfer
from the subsidiaries to S&T in the form of loans and
dividends approximated 72% of consolidated net assets.


Note L - 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.


Note M - Financial Instruments and Credit Risk


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
S&T's 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 
satisfy the terms of the agreement equals the notional amount
of the obligation less the value of any  collateral.  Unfunded
loan commitments totaled $176,919,000 and obligations under
standby letters of credit totaled $67,359,000 at December 31,
1995.

S&T attempts to limit its exposure to concentrations of credit
risk by diversifying its loan portfolio.  S&T defines
concentrations of credit risk as loans to a specific industry
or group in excess of 10% of total loans.  S&T has no
concentration of credit risk by industry or group.  However,
geographic concentrations exist because S&T provides a full
range of banking services including commercial, consumer and 
mortgage loans to individuals and corporate customers in its
six-county market area in western Pennsylvania.
 -40-



Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note N - Income Taxes

Income tax expense (credits) for the years ended December 31 are
comprised of:


                                         1995     1994     1993
                                               
Current                                $7,951   $6,308   $6,232
Deferred                                 (415)     375     (414)
Total                                   7,536    6,683    5,818

The provision for income taxes differs from the amount computed
by applying the statutory federal income tax rate to income before
income taxes.  The statutory to effective tax rate reconciliation
for the years ended December 31 is as follows:


                                         1995     1994     1993
                                                                    
Statutory tax rate                         35%      35%      35%
Tax-exempt interest income 
 and dividend exclusion                    (7)      (7)      (9)
All other, net                             (1)      (1)
Effective tax rate                         27%      27%      26%

Income taxes applicable to security gains were $255,000 in 
1995, $147,000 in 1994 and $356,000 in 1993.

Significant components of S&T's temporary differences were as
follows at December 31:


                                               1995     1994
Deferred tax liabilities:
 Net unrealized holding gains                        
   on securities available for sale           $(11,808) $(4,526)
 Fixed assets                                     (501)    (435)
 Accretion on acquired loans                      (464)    (593)
 Prepaid pension                                  (359)    (269)
 Prepaid hospitalization                          (102)    (102)
 Point recognition                                (631)    (431)
Total deferred tax liabilities                 (13,865)  (6,356)
Deferred tax assets:
 Allowance on loan losses                        5,368    4,806
 Loan fees                                         131      276
 Interest expense on increasing rate CDs           161       98
 Deferred compensation                             353      294
 Goodwill                                          321      241
 Other                                              68       45
Total deferred tax assets                        6,402    5,760
Net deferred tax liability                     $(7,463)   $(596)

 -41-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note O - Employee Benefits

The Bank maintains a defined benefit pension plan covering
substantially all employees.  The benefits are based on years
of service and the employee's compensation during the last ten
years of employment.   Contributions are intended to provide
for benefits attributed to employee service to date and for
those benefits expected to be earned in the future.  Trusteed
pension plan assets consist primarily of equity and fixed income  
securities and short-term investments.

The following table summarizes the components of net periodic
pension expense for the Bank's defined benefit plan:


                                        1995       1994      1993 

Service cost-benefits earned                                
         during the period              $671       $687      $652
Interest cost on projected
         benefit obligation            1,048        917       863
Actual return on plan assets          (3,350)       259    (1,352)
Net amortization and deferral            (14)       (14)      (13)
Difference between expected and
         actual return on assets       2,242     (1,391)      349
Net periodic pension expense            $597       $458      $499

The following table sets forth the plan's funded status at December 31:



                                                       1995        1994
Actuarial present value of the accumulated
 benefit obligation, including vested benefits                       
 of $12,149 in 1995 and $9,174 in 1994.               $(13,225)    $(9,915)
Actuarial present value of projected
 benefit obligation                                    (17,140)    (13,318)
Plan assets at fair value                               17,273      13,917
Plan assets in excess of projected
 benefit obligation                                        133         599
Unrecognized net gain from past
 experience different from that assumed
 and effects of changes in assumptions                     322         295
Unamortized prior service cost                             (36)        (39)
Balance of initial unrecognized net liability              (57)        (68)
Prepaid pension cost included in other assets             $362        $787

 
Below are actuarial assumptions used in accounting for the plans:


                                        1995         1994          1993
                                                          
Weighted-average discount rate           6.5%         8.0%          6.8%
Rate of increase in future
 compensation levels                     6.0%         5.0%          5.0%
Expected long-term rate of
 return on plan assets                   8.0%         8.0           8.0%

 - 42-




Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

S&T also has a supplemental retirement plan (SERP) for certain
key employees.  The SERP is unfunded.  The balance of actuarial
present value of projected benefit obligations related to the
SERP was $1,289,000 and $724,000 at December 31, 1995 and 1994,
respectively.  Accrued pension cost related to the SERP was
$1,009,000 and $796,000 at December 31, 1995 and 1994.  Net
periodic pension cost related to the SERP was $201,000, $117,000
and $117,000 at December 31, 1995, 1994 and 1993, respectively.
The actuarial assumptions are the same as those used in the
previous table.

The Bank maintains a Thrift Plan (Plan) in which substantially
all employees are eligible to participate.  The Bank makes
regular contributions to the Plan equal to 2% of participants'
eligible compensation and may make  additional contributions
as limited by the Plan.  Bank contributions to the Plan
amounted to $856,000, $537,000 and $455,000 in 1995, 1994 and
1993, respectively.

On December 30, 1988, S&T sold 280,000 shares of common stock,
which were held in treasury, to its newly  created Employee
Stock Ownership Plan (ESOP) for $2,800,000.  The funds were
obtained by the ESOP through a loan from a bank.  S&T has
guaranteed the loan which has a maximum term of 10 years and
bears interest at 80% of the lender's prime rate.  The loan
terms require quarterly interest and annual principal 
payments.  The balance of this loan was $340,000 and $430,000
on December 31, 1995 and 1994, respectively, and was included
in other borrowed funds with an offsetting reduction in
shareholders' equity shown as deferred compensation in the
accompanying consolidated balance sheets.

The ESOP covers substantially all regular full-time employees.
S&T is obligated to make annual contributions sufficient to
enable the ESOP to repay the loan, including interest. 
Interest expense totaled $30,000 in 1995,  $49,000 in 1994 and
$65,000 in 1993.  Dividends received by the ESOP from S&T
amounted to $33,000 in 1995, $48,000 in 1994 and $58,000 in
1993, which were used for debt service.  Deferred compensation
arising from the guarantee of the ESOP borrowing will be
charged to operations as contributions are made to the ESOP.

Note P - Incentive Stock Plan and Dividend Reinvestment Plan

S&T adopted an Incentive Stock Plan in 1992 (Stock Plan) that
provides for granting incentive stock options,  nonstatutory
stock options, and stock appreciation rights (SARs).  On
October 17, 1994, the Stock Plan was amended to include
outside directors.  The Stock Plan covers a maximum of 600,000 
shares of S&T common stock and expires ten years from the date of
board approval.

Options under the Stock Plan are granted at exercise prices
not less than the greater of the fair market value of S&T
common stock on the date of grant or the par value of a share
of S&T common stock.  SARs may be granted concurrently with
the grant of options (Related SARs) or independently.  SARs
entitle the holder to receive either cash or that number of
shares of S&T common stock having a fair market value equal to
the excess of the fair market value of the shares subject to
the option over either the fair market value of a share  of
common stock on the grant date, if it is not a Related SAR, or
the option price if it is a Related SAR.   Options and SARs
granted under the Stock Plan are not exercisable before six
months from the date of grant. The following table summarizes
the changes in stock options outstanding (all nonstatutory
options) during 1995, 1994, 1993 and 1992:


                                     December 31, 1995
                                     Nonstatutory
                                     Stock Options    Exercise
 Date     Issued   Excercised        Outstanding      Price/Share
                                            
     1992   58,000    4,000            54,000            $13.62
     1993   70,000                     70,000             17.25
     1994  122,500                    122,500             19.00
     1995  165,000                    165,000             26.25
 Total     415,500    4,000           411,500


As of December 31, 1995, 165,000 nonstatutory stock options are
not exercisable.


S&T also sponsors a dividend reinvestment plan (Dividend Plan)
whereby shareholders may purchase shares of S&T common stock
at market value with reinvested dividends and voluntary cash
contribution.  The Dividend Plan covers a maximum of 400,000
shares of S&T common stock.  At December 31, 1995, 97,218 
shares were available for purchase under the Dividend Plan.
 -43-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Note Q - S&T Bancorp, Inc. (parent company only)
         Condensed Financial Information
Balance Sheets at December 31:


                                     1995     1994
Assets                                    
Cash                                    $273      $93
Investments in
   Bank subsidiary                   108,184   93,489
   Nonbank subsidiaries               61,198   50,357
Other assets                                  
Total Assets                        $169,655 $143,939

Liabilities 
Dividends payable                     $2,361   $1,915
Other borrowed funds                     340      430
Other liabilities                          7        7
Total Liabilities                      2,708    2,352
Shareholders' equity 
Capital stock                         29,552   29,552
Additional paid-in capital            11,009   10,217
Retained earnings                    111,980   99,824
Net unrealized holding gains on
   securities available for sale      21,928    8,406
Treasury stock                        (7,182)  (5,982)
Deferred compensation                   (340)    (430)

Total Shareholders' Equity           166,947  141,587
Total Liabilities and
   Shareholders' Equity             $169,655 $143,939

 Statements of Income for the years ended December 31:


                                        1995     1994     1993
                                                                 
Dividends from bank subsidiary        $8,313   $6,823   $5,563
Investment income                         38       38        8
Income before equity
   in undistributed net income
   of subsidiaries                     8,351    6,861    5,571
Equity in undistributed net income of:
   Bank subsidiary                     8,757    8,480    8,771
   Nonbank subsidiaries                3,361    3,103    2,001
Net Income                           $20,469  $18,444  $16,343

 - 44-

Notes to Consolidated Financial Statements
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Statements of Cash Flows for the years ended December 31:


                                               1995     1994     1993
Operating Activities                                      
Net Income                                     $20,469  $18,444  $16,343
 Equity in undistributed
   net income of subsidiaries                  (12,120) (11,583) (10,772)
 Change in other assets/liabilities               (445)    (396)    (280)
Total Provided by Operating Activities           7,904    6,465    5,291
Investing Activities
 Distributions from (to) subsidiaries              550   (1,000)     375
 Capital contributions to nonbank subsidiaries                      (500)  
Total Used in Investing Activities                 550   (1,000)    (125)
Financing Activities
 Dividends                                      (7,867)  (6,427)  (5,275)
 (Acquisition) sale of treasury stock             (407)      97      967
Total Used in Financing Activities              (8,274)  (6,330)  (4,308)
Increase (decrease) in Cash                        180     (865)     858
Cash at Beginning of Year                           93      958      100
Cash at End of Year                               $273      $93     $958


 -45- 
Report of Ernst & Young LLP, Independent Auditors

Shareholders and Board of Directors
S&T Bancorp, Inc.

We have audited the accompanying consolidated balance sheets of S&T Bancorp,Inc.
and subsidiaries (S&T) as of December 31, 1995 and 1994, and the related 
consolidated statements of income, changes in shareholders' equity, and cash 
flows for each of the three years in the period ended December 31, 1995.  
These financial statements are the responsibility of S&T's management.  Our 
responsibility is to express an opinion on these financial statements based 
on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit to 
obtain reasonable assurance about whether the financial statements are free of 
material misstatement. An audit includes examining, on a test basis, 
evidence supporting the amounts and disclosures in the financial statements.   
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial 
statement presentation.  We believe that our audits provide a reasonable 
basis for our opinion.

In our opinion, the financial statements referred to above present fairly, 
in all material aspects, the consolidated financial position of S&T Bancorp,
Inc. and subsidiaries at December 31, 1995 and 1994, and the consolidated 
results of their operations and their cash flows for each of the three years   
in the period ended December 31, 1995, in comformity with generally accepted 
accounting principles.







Pittsburgh, Pennsylvania
January 12, 1996
 -46-

Stock Prices and Dividend Information
Selected Financial Data 
S&T Bancorp, Inc. and Subsidiaries
(all dollar amounts in tables are in thousands)

Stock Prices and Dividend Information

S&T Bancorp, Inc.'s common stock is listed on the NASDAQ
National Market System.  The range of sales prices for the
years 1995 and 1994 are as follows and are based upon
information obtained from NASDAQ.  As of the close of 
business January 18, 1996, there were 2,507 shareholders of
record of S&T Bancorp, Inc.  Dividends paid by S&T are
provided form the Bank's dividends to S&T.  In addition, the
payment of dividends by the Bank to S&T is subject to the
restrictions described in Note K to the Consolidated Financial
Statements.  The cash dividends declared shown below
represent the historical per share amounts for S&T Bancorp,
Inc. common stock.  All of the following information has been
restated to record the effect of a two-for-one common stock
split in the form of a 100% stock dividend distributed on
September 15, 1994.


                           Price Range of Common Stock  Cash Dividends Declared
     1995                       Low        High 
                           C>                            
 First Quarter                $19.50      $20.25                $.17
 Second Quarter                20.00       23.75                 .18
 Third Quarter                 23.88       25.00                 .18
 Fourth Quarter                24.63       30.50                 .21

     1994
 First Quarter                $17.38      $19.50                $.14
 Second Quarter                18.75       19.75                 .15
 Third Quarter                 18.88       21.25                 .15
 Fourth Quarter                19.00       20.75                 .17



Selected Financial Data 

Years Ended December 31:
                                    1995         1994        1993        1992     1991
                                                                                           
Net interest income              $57,019      $53,308     $49,958     $45,957  $37,653
Provision for loan losses          3,800        3,500       3,600       5,778    4,333
Net income                        20,469       18,444      16,343      14,281   11,213
Per share data: (1) 
Net income                         $1.82        $1.63       $1.45       $1.28    $1.00
Dividends declared                  0.74         0.61        0.50        0.40     0.35
Balance sheet totals:
Average assets                $1,330,959   $1,237,465  $1,139,501  $1,085,640 $898,276
Average long-term borrowings      73,154       19,254      13,068
Average other borrowed funds         388          753         910       1,433    2,167
Average equity                   154,956      141,507     115,550     103,730   94,290

(1) Per share amounts have been restated to record the
effect of a two-for-one common stack split in the form
of a 100% stock dividend distributed on September 15,
1994.

 -47-

Quarterly Selected Financial Data


                                       1995                        1994
                           Fourth  Third   Second   First  Fourth   Third  Second   First
                       Quarter Quarter Quarter Quarter Quarter Quarter Quarter Quarter 
Summary of Operations:                                             
Interest income            27,473 27,177  26,779   25,588 24,542  23,568  22,695   21,849
Interest expense           12,911 12,823  12,576   11,688 10,705   9,942   9,536    9,163
Net interest income        14,562 14,354  14,203   13,900 13,838  13,626  13,158   12,686
Provision for loan losses   1,200  1,100     750      750  1,400     800     700      600
Net investment security gains 293    317     167      (37)   (26)    (17)    255      209
Net income                  5,263  5,207   5,078    4,921  4,621   4,731   4,625    4,467
Per Share Data: (1) 
Net income                  $0.47  $0.46   $0.45    $0.44  $0.41   $0.42   $0.41    $0.39
Book Value                  14.85  14.08   13.57    13.09  12.57   12.55   12.32    12.12
Average Balance Sheet
   Highlights:
Total assets               $1,374 $1,342  $1,319   $1,288 $1,265  $1,244  $1,232   $1,208
Earning assets              1,313  1,292   1,270    1,237  1,212   1,192   1,180    1,160
Investment securities         341    334     321      306    317     336     346      357
Loans, net                    955    941     930      913    876     839     816      789
Deposits                      959    939     915      902    908     912     907      891
Shareholders' equity          163    158     152      147    143     143     140      139

(1) Per share amounts have been restated to record the effect
of a two-for-one common stock split in the form of a 100% stock
dividend distributed on September 15, 1994.
 - 48-


Management's Discussion and Analysis of Financial 
Condition and Results of Operations

Financial Condition

The $89.0 million growth of average earning assets in 
1995 was primarily the result of an excellent lending 
year for S&T Bancorp, Inc. (S&T). Average loan 
balances increased by 12.5% or $105.7 million during 
1995. The bulk of funding for this loan growth was  
provided by a $51.1 million increase in borrowings,
$24.7 million increase in deposits, $15.7 million from
the maturities and sales of securities and a $13.4 
million increase to average earnings retained.

Lending Activity 

Increases in average loans for 1995 and 1994 were 
$105.7 million and $112.0 million, respectively. The 
1995 increase was primarily from new loan originations 
and particularly good success in penetrating new 
markets in Allegheny and Westmoreland counties. 
Changes in the average composition of the loan 
portfolio during 1995 included increases of $65.7 
million of commercial loans, $33.5 million of 
residential mortgages and $6.5 million in installment 
loans. Composition changes include decreases from the
effects of $32.3 million of commercial loans and $12.4 
million of student loans that were sold or 
participated in 1995. 

Increases in the commercial loan category include 
$42.8 million of commercial and industrial loans and 
$22.9 million of commercial real estate loans. S&T 
began to expand the participation of select commercial 
loans in 1995 and has developed a network of banks 
seeking to participate in larger commercial loans. 
Total commercial loan participations sold in 1995 were 
$32.3 million. The rationale for these participations 
included credit risk diversification, servicing income 
generation and the development of alternative funding 
sources. 

Commercial real estate loans currently comprise 19.6% 
of the loan portfolio. Although commercial 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 being 
refinanced from other banks. 

Residential mortgage lending continued to be a 
strategic focus for 1995 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 which 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. Adjustable rate 
mortgages with repricing terms of one, three and five 
years comprised 35% of the residential mortgage 
portfolio in 1995. 

Installment loans continue to benefit from the 
restructuring and refocus of the indirect lending 
function as part of a 1994 strategic initiative. 
Direct installment loan activity increased only 
slightly in the first nine months of 1995 since 
consumers continued to favor home equity and mortgage 
refinancing because of the tax deductibility of 
interest on these products. The bulk of the student 
loan portfolio was sold in 1995 because newly issued 
government regulations and restrictions significantly
reduced much of the profit potential associated with 
the product.

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.  
 - 49-

Security Activity 

Average securities decreased $15.7 million in 1995 and 
$33.8 million in 1994. The decreases were the result 
of utilizing funds from the maturities and sales of 
securities to fund loan growth. Loans typically 
provide higher yields and have the potential of 
developing other banking relationships. The largest 
components of the 1995 decrease included $14.1 million 
of U.S. treasury and agency securities, $2.7 million 
of collateralized mortgage obligations (CMOs), $4.6 
million in tax-exempt state and municipal securities, 
and $0.3 million in corporate debt securities, offset
by increases of $2.3 million in corporate equities and
$3.7 million in Federal Home Loan Bank (FHLB) capital 
stock.  

The CMOs are principally Planned Amortization Class 
(PAC) tranches of U.S. government agencies and were 
purchased during 1992 as alternatives to loans in a 
period of declining loan demand, and due to their 
attractive rates and reasonable risk factors. 
Declining interest rates have caused an acceleration 
of principal prepayments for these securities and 
$10.9 million are remaining at December 31, 1995. The 
equity securities portfolio is primarily comprised of 
Pennsylvania bank holding companies, as well as 
preferred and utility stocks, to take advantage of the 
dividends received deduction for corporations. During 
1995, the equity portfolio yielded 10.6% on a fully 
taxable equivalent basis and had unrealized gains, net 
of nominal unrealized losses, of $26.7 million. The 
FHLB capital stock is a membership and borrowing 
requirement.

During the fourth quarter of 1995, management 
reclassified the securities portfolio allowed by the 
"one time" amnesty per Financial Accounting Standards 
Board Statement No. 115, "Statement on Accounting for 
Certain Investments in Debt and Equity Securities."  
S&T's new policy for security classification includes 
U.S. treasuries, U.S. government agencies, 
mortgage-backed securities, CMOs and corporate 
equities as available for sale. Municipal securities 
and other debt securities are classified as held to 
maturity. At December 31, 1995, unrealized gains, net 
of nominal unrealized losses, for securities 
classified as available for sale were approximately 
$33.7 million.

Nonearning Assets 

Average nonearning assets increased $2.6 million in 
1995 and $3.1 million in 1994. The 1995 increase can 
be primarily attributed to low income housing tax 
credit (LIHTC) limited partnerships entered into 
during 1995, as well as an increase in accrued 
interest receivable on a higher earning asset balance. 

The 1994 increase can be attributed to the higher 
float and Federal Reserve requirements resulting from 
an increase in average transaction account balances   
and expanding cash management services such as 
lockbox and sweep arrangements.

Allowance for Loan Losses 

The year-end balance in the allowance for loan losses 
increased to $15.9 million or 1.63% of total loans at 
December 31, 1995 as compared to $14.3 million or 
1.55% of total loans at December 31, 1994. 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, which includes nonaccrual loans 
past due 90 days or more, at December 31, 1995 was 
$2.8 million or 0.29% of total loans. This compares to 
nonperforming loans of $1.9 million or 0.21% of total 
loans at December 31, 1994. Asset quality is the major 
corporate objective at S&T and management believes 
that the total allowance for loan losses is adequate 
to absorb probable loan losses.  
 -50-

Deposits 

Average total deposits increased by $24.7 million in 
1995 and $8.6 million in 1994. The mix of average 
deposits in 1995 changed with time deposits increasing 
$39.8 million, while interest-bearing demand, savings 
and money market accounts decreased $17.5 million. 
Noninterest-bearing deposits increased by $2.4 million
or 2.4% in 1995 and were approximately 12% of total 
deposits during 1995 and 1994. These changes can be 
partially explained by customers shifting funds to 
higher-yielding, longer-term certificates of deposits
as interest rates peak, and the withdrawal of some 
temporary corporate funds deposited in December 1994.
Special rate deposits of $100,000 and over were 7% and 
6% of total deposits during 1995 and 1994, 
respectively, 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 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. During 1995, S&T  
issued $25 million of retail certificates of deposits
through two brokerage firms, further broadening the
availability of reasonably priced funding sources. 


Borrowings 

Average borrowings increased $51.1 million in 1995 and 
were comprised of retail repurchase agreements 
(REPOS), wholesale REPOS, federal funds purchased and 
long-term borrowings. S&T defines repurchase 
agreements with its 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 REPOS increased 
approximately $19.3 million for 1995 and $27.7 million 
for 1994. S&T views retail REPOS as a relatively 
stable source of funds since most of these accounts 
are with local, long-term customers. The customer 
preference for this type of account is due to the 
slightly higher rates that the Bank could make 
available because Federal Deposit Insurance 
Corporation (FDIC) insurance premiums are not 
assessed. In the last quarter of 1995, there was an 
increase of funds migration from retail REPOS to 
special rate deposits. The recent reduction in FDIC 
insurance premiums have allowed these two products to 
become more comparable in price. 

Wholesale REPOS and federal funds purchased averaged 
$69.6 million in 1995, a decrease of $21.8 million 
from the 1994 averages. The availability and more 
favorable pricings of other funding sources has 
allowed S&T to meet the funding demands of its recent 
loan growth without depending upon large amounts of 
wholesale REPOS. 

The interest rate risk of various funding strategies 
is managed through S&T's Asset Liability Committee 
(ALCO). During 1995, ALCO authorized two additional 
long-term borrowings of $4.7 million at a fixed rate 
and $48.5 million at an adjustable rate with the FHLB. 
At December 31, 1995, S&T had two long-term borrowings 
outstanding of $23.1 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, and to 
mitigate the risk associated with volatile liability fundings. 
 -51-

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 December 31, 1995 and 1994 was $0.3 
million and $0.4 million, respectively. 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. 

Trust Assets 

The year-end carrying value balance of the S&T Bank 
trust department assets, which are not accounted for 
as part of the assets of S&T, increased 7.2% in 1995 
and 10.0% in 1994. These increases were a result of 
management's effort to expand the marketing of trust 
products and services during the periods.

RESULTS OF OPERATIONS 
Year Ended December 31, 1995 

Net Income 

Net income was a record $20.5 million or $1.82 per 
share in 1995, representing an 11% increase from the 
$18.4 million or $1.63 per share in 1994. The return 
on average assets increased to 1.54% for 1995 as 
compared to 1.49% for 1994. The return on average 
equity increased to 13.21% for 1995 compared to 13.03% 
for  1994. Improved net interest margin contributed 
significantly to this enhanced earnings performance.  

Net Interest Income 

On a fully taxable equivalent basis, net interest 
income increased $3.8 million or 7% for 1995 compared 
to 1994. The net yield on interest-earning assets 
decreased slightly by 2 basis points to 4.77%, but net 
interest income was positively affected by the $89.0 
million or 8% 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 89% of operating revenue.  A variety of
asset/liability 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 this same period, earning assets increased 
primarily through new loan originations. The bulk of 
funding for this loan growth was provided by deposits, 
maturing securities 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. 
 -52-

Provision for Loan Losses 

The provision for loan losses is an amount added to 
the allowance against which loan losses are charged. 
The provision for loan losses was $3.8 million for 
1995 compared to $3.5 million in 1994. Provision 
expense is the result of management's assessment of 
economic conditions, credit quality statistics, loan 
administration effectiveness and other factors that 
would have an impact on probable losses in the loan 
portfolio. Net loan charge-offs totaled $2.2 million 
for 1995 compared to $2.6 million for 1994. S&T's 
allowance for loan losses at December 31, 1995 was 
$15.9 million, or 1.63% of total loans compared to 
$14.3 million, or 1.55% of total loans at December 31,
1994. Nonperforming loans to total loans increased 8
basis points or 38% since December 31, 1994 to 0.29% 
at December 31, 1995.

Noninterest Income 

Noninterest income increased $1.4 million or 20% in 
1995 compared to 1994. Increases included $0.2 million 
or 9% in trust income, $0.5 million or 19% in service 
charges and fees, a $0.2 million or 11% increase in 
other income, and a $0.5 million or 128% increase in 
nonrecurring gains.  

The increase in trust income was attributable to 
bankwide incentive programs and expanded marketing 
efforts designed to develop new trust business. The 
increase in service charges on deposit accounts was 
primarily the result of 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 was a result of increased
performance for brokerage activities, debit/credit cards
and credit insurance.  These areas were the focus
of several 1995 strategic initiatives and product 
enhancements implemented in order to expand this 
source of revenue.  

Nonrecurring gains were primarily attributable to the 
sales of equity securities and a $0.2 million gain 
from the aforementioned student loan sale. 

Noninterest Expense 

Noninterest expense increased $1.9 million or 6% in 
1995 compared to 1994. The increase is primarily 
attributable to increased employment and other 
expenses, offset by a decrease in Federal Deposit 
Insurance Corporation (FDIC) premiums. S&T's 
efficiency ratio, which measures noninterest expense 
as a percent of recurring noninterest income plus net 
interest income on a fully taxable equivalent basis, 
was 50.15% and 50.52% in 1995 and 1994, respectively.

Staff expense increased 9% or $1.4 million in 1995. 
The increase resulted from normal merit increases, 
higher incentive payments relative to commercial loan 
activity, several new hires relating to strategic 
initiatives in the lending, trust and cash management
functions and changes in the thrift plan 
contributions. Offsetting these increases is a higher 
deferral of loan origination costs resulting from 
commercial loan activity. Average full-time equivalent 
staff increased from 552 to 567 in 1995. 

S&T maintains a defined benefit retirement plan for 
employees. Accounting guidelines of the Financial 
Accounting Standards Board require certain assumptions 
to be made about long-term interest rates in order to 
apply present value calculations. S&T utilized a 
discount rate that approximated the present value 
yield on long-term treasury bonds of 6.5% in 1995 and 
8.0% in 1994. 

Other expenses increased 14% or $1.1 million in 1995 
as compared to 1994. The increase is primarily 
attributable to a $0.3 million funding of S&T's 
Charitable Foundation, $0.3 million increase in 
marketing and customer relations, and a $0.2 million 
increase of partnership losses from LIHTC investments. 
The funding of the Charitable Foundation will allow 
S&T to fund community contributions well into the  
future from the Foundation and help control future 
costs.  The LIHTC partnership losses aare offset by tax
credits. 
 -53-

During 1995, FDIC premiums were reduced from 23 basis 
points to 4 basis points resulting in expense savings 
of $0.8 million for the year. Currently, S&T has $183 
million of Oakar deposits subject to the Savings 
Association Insurance Fund (SAIF) rate of 23 basis 
points, and a possible surcharge of 80 basis points, 
or $1.5 million in 1996 if legislation is passed for 
recapitalization of the SAIF fund.  

Federal Income Taxes  

Federal income tax expense increased $0.9 million to 
$7.5 million in 1995 as a result of higher pretax 
income in 1995. The 1995 effective tax rate of 27% was 
below the 35% statutory tax rate due to the tax 
benefits resulting from tax-exempt interest, 
excludable dividend income and the tax benefits 
associated from LIHTC projects. S&T currently does not 
incur any alternative minimum tax. 

RESULTS OF OPERATIONS 
Year Ended December 31, 1994 

Net Income 

Net income was a $18.4 million or $1.63 per share in 
1994, representing a 13% increase from the $16.3 
million or $1.45 per share in 1993. The return on 
average assets increased to 1.49% for 1994 as compared 
to 1.43% for 1993. The return on average equity 
decreased to 13.03% for 1994 compared to 14.14% for 
1993. The decrease in return on average equity is 
attributable to the implementation of FAS #115 in 1994 
which increased shareholders' equity. Improved net 
interest margin and asset quality contributed 
significantly to this enhanced earnings performance. 

Net Interest Income 

On a fully taxable equivalent basis, net interest 
income increased $3.3 million or 6% for 1994 compared 
to 1993; the net yield on interest-earning assets 
decreased slightly by 5 basis points to 4.79%, but net 
interest income was positively affected by a $77.3 
million or 7% 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 89% of revenue. A variety of asset liability 
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 an unprecedented increase in 
short-term market rates in 1994. 

During this same period, earning assets increased 
primarily through new loan originations. The bulk of 
funding for this loan growth was provided by maturing 
securities and short and long-term borrowings. The 
level and mix of borrowings is continually monitored 
by ALCO in order to mitigate the interest rate 
sensitivity risks of this balance sheet leveraging 
strategy.  
 -54-

Provision for Loan Losses 

The provision for loan losses is an amount added to 
the allowance against which loan losses are charged. 
The provision for loan losses was $3.5 million for 
1994 compared to $3.6 million in 1993. Provision 
expense is the result of management's assessment of 
economic conditions, credit quality statistics, loan 
administration effectiveness and other factors that 
would have an impact on probable losses in the loan 
portfolio. Net loan charge-offs totaled $2.6 million 
for 1994 compared to $2.1 million for 1993. S&T's 
allowance for loan losses at December 31, 1994 was 
$14.3 million, or 1.55% of total loans compared to 
$13.5 million, or 1.69% of total loans at December 31, 
1993. Nonperforming loans to total loans decreased 14 
basis points or 40% since December 31, 1993 to 0.21% 
at December 31, 1994. 

Noninterest Income 

Noninterest income increased $0.3 million or 5% in 
1994 compared to 1993. Increases included $0.4 million 
or 22% in trust income, $0.3 million or 14% in service 
charges and fees, a $0.2 million or 16% increase in 
other income, offset by a $0.6 million or 59% decrease 
in securities gains.  

The increase in trust income was attributable to a 
bankwide 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 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 was a result of higher 
letter of credit issuance as well as increased 
performance for the relatively new fee-based 
businesses of mutual funds and annuities sales, 
discount brokerage activities, security lending, call 
options, cash management and credit insurance. These 
areas were the focus of several 1994 strategic 
initiatives and product enhancements implemented in 
order to expand this source of revenue. 

Security gains were primarily attributable to the sale 
of equity securities.

Noninterest Expense 

Noninterest expense increased $0.8 million or 3% in 
1994 compared to 1993. The increase is primarily 
attributable to increased employment, occupancy 
expense and furniture and equipment expenses, offset 
by a decrease in data processing expense and other 
expenses. 

Staff expense increased 7% or $1.1 million in 1994. 
The increase resulted from normal merit increases, 
higher overtime and part-time salary costs related to 
the data processing conversion during the first half 
of 1994, several new hires as a result of strategic 
initiatives in the lending, trust and cash management 
functions, offset by higher deferral of loan 
origination costs resulting from commercial loan 
activity. Average full-time equivalent staff increased 
from 520 to 552 in 1994. 

S&T maintains a defined benefit retirement plan for 
employees that is accounted for under the guidelines 
of Financial Accounting Standards Board Statement No. 
87, "Employers' Accounting for Pensions" (FAS #87). 
Implementation of FAS #87 requires certain assumptions 
to be made about long-term interest rates in order to
apply present value calculations. S&T utilized a 
discount rate that approximates the present value 
yield on long-term treasury bonds of 8% in 1994 and 
6.8% in 1993.  

Occupancy, furniture and equipment expenses increased 
15% or $0.5 million in 1994 compared to 1993.  
The increase resulted from renovations, higher utility
expenses and the addition of three new operational and
administrative facilities, including the opening of 
the new DuBois regional center during the second 
quarter of 1994. 
 -55-

Data processing decreased 29% or $0.5 million in 1994 
compared to 1993. The decrease is attributable to 
costs associated with the data processing system 
conversion being expensed in the second quarter of 
1993.

Other expenses decreased 4% or $0.3 million in 1994 
compared to 1993. The decrease is primarily 
attributable to a nonrecurring charge of $0.6 million 
to charitable expense from the establishment of an S&T 
Charitable Foundation in the third quarter of 1993. 
Offsetting this decrease are increases attributable to 
higher cost for supplies and postage expenses due to 
the data processing conversion in the first quarter of 
1994, as well as increased expenses related to higher 
loan volumes. 

Federal Income Taxes 

Federal income tax expense increased $0.9 million to 
$6.7 million in 1994 as a result of higher pretax 
income in 1994. The 1994 effective tax rate of 27% was 
below the 35% statutory tax rate due to the tax 
benefits resulting from tax-exempt interest, 
excludable dividend income and the tax benefits 
associated from LIHTC taken during 1994. S&T currently 
does not incur any alternative minimum tax.  

Liquidity and Interest Rate Sensitivity 

Liquidity refers to the ability to satisfy the 
financial needs of depositors who want to withdraw 
funds or borrowers needing access to funds to meet 
their credit needs. Interest rate sensitivity 
management seeks to avoid fluctuating net interest 
margins and to enhance net interest income through 
periods of changing interest rates. ALCO is 
responsible for establishing and monitoring the 
liquidity and interest rate sensitivity guidelines, 
procedures and policies.  

The principal sources of asset liquidity are cash and 
due from banks, interest-earning deposits with banks, 
federal funds, and investment securities that mature   
in one year or less and the market value of securities
available for sale.  At December 31, 1995, the total of
such assets was approximately $428.5 million or 31% of
consolidated assets. However, liability liquidity is 
much more difficult to quantify, but is further 
enhanced by a stable core deposit base, access to 
credit lines at other financial institutions and S&T's 
ability to renew maturing deposits. Certificates of 
deposit in denominations of $100,000 or more 
represented 7% of deposits at December 31, 1995 and 
were outstanding primarily to local customers. S&T's 
ability to attract deposits and borrowed funds depends 
primarily on continued rate competitiveness, 
profitability, capitalization and overall financial
condition.  

ALCO monitors and manages interest rate sensitivity 
through gap, simulation and duration analyses in order 
to avoid unacceptable earnings fluctuations due to 
interest rate changes. S&T's gap model includes 
certain management assumptions based upon past 
experience and the expected behavior of customers 
during various interest rate scenarios. The 
assumptions include principal prepayments for 
mortgages, installment loans and CMOs and classifying 
the demand, savings and money market balances by 
degree of interest rate sensitivity. Utilizing the 
above assumptions results in ratios of interest rate 
sensitive assets to interest sensitive liabilities for 
the six-month and twelve-month intervals ended 
December 31, 1995 of .96% and 1.02%, respectively. 
Assuming immediate repricings for interest-bearing 
demand, savings and money market accounts, these 
ratios would be .69% and .80%, respectively. 
 -56- 

Capital Resources 

The primary source of equity growth for S&T is 
earnings retention. Hence, capital growth is a 
function of net income less dividends paid to 
shareholders. Shareholders' equity increased $25.4 
million at December 31, 1995 compared to December 31, 
1994. The $25.4 million includes $13.5 million related 
to the change in unrealized holding gains on 
securities available for sale. Net income was $20.5 
million and dividends paid to shareholders were $7.9 
million for 1995. S&T paid 38% of 1995 net income in 
dividends, equating to an annual dividend rate of 
$0.74 per share.

The book values of S&T's common stock increased 18.0%
from $12.57 at December 31, 1994 to $14.85 at December 
31, 1995 primarily due to the increase in 
shareholders' equity from retained earnings and the 
increase in unrealized holding gains on securities 
available for sale. The market price of S&T's common 
stock has increased 49% to $30.50 per share at 
December 31, 1995 from $20.50 per share at December 
31, 1994. 

S&T continues to maintain a strong capital position 
with a leverage ratio of 10.4% as compared to the 1995 
minimum regulatory guideline of 3.0%. S&T's risk-based 
capital Tier 1 and Total ratios were 13.7% and 15.0%, 
respectively, at December 31, 1995, which places S&T 
well above the Federal Reserve Board's risk-based 
capital guidelines of 4.0% and 8.0% for Tier 1 and 
Total, respectively. In addition, management believes 
that S&T has the ability to raise additional capital 
if necessary. S&T sponsors an Employee Stock Ownership 
Plan (ESOP). The ESOP shares are allocated to 
employees as part of S&T's contributions to its 
employee thrift and profit sharing plans. At December 
31, 1995, 34,000 unallocated shares were held by the 
ESOP for future allocation to employees.  

During the fourth quarter of 1994, S&T announced a 
program to annually acquire up to 3% of its common 
stock as treasury shares. In 1995, S&T acquired 97,689 
treasury shares on the open market, and used 74,820 
treasury shares to fund the employee stock option 
plan, its dividend reinvestment plan for shareholders 
and other general corporate purposes. The stock 
repurchase program was also reaffirmed in the fourth 
quarter of 1995 for 1996. 

In April 1993, shareholders approved the S&T Incentive 
Stock Plan authorizing the issuance of a maximum of 
600,000 shares of S&T's common stock in order to 
assist in attracting and retaining employees of 
outstanding ability and to promote the identification 
of their interests with those of the shareholders of 
S&T. On December 19, 1994, the Stock Plan was amended 
to include outside directors. As of December 31, 1995, 
415,500 nonstatutory stock options had been granted 
to key employees and outside directors; 246,500 of 
these options are currently exercisable.  

On September 27, 1995, S&T entered into an agreement 
to construct a new branch office located in  
Greensburg, Pennsylvania. Estimated cost is $1.5 million 
and the completion date is scheduled for the
third quarter of 1996. 

Regulatory Matters 

S&T and S&T Bank are subject to periodic examinations 
by one or more of the various regulatory agencies. 
During 1995, an examination was conducted by the FDIC. 
This examination included, but was not limited to, 
procedures designed to review lending practices, 
credit quality, liquidity, operations and capital 
adequacy of S&T and its subsidiaries. No comments were 
received from the FDIC which would have a material 
effect on S&T's liquidity, capital resources or 
operations. S&T's current capital position and results 
of regulatory examination allows it to pay the lowest 
possible rate for FDIC deposit insurance.  

Inflation 

Management is aware of the significant effect 
inflation has on interest rates and can have on 
financial performance. S&T's ability to cope with this 
is best determined by analyzing its capability to 
respond to changing interest rates and its ability to 
manage noninterest income and expense. S&T monitors 
its mix of interest rate sensitive assets and 
liabilities through ALCO in order to reduce the impact 
of inflation on net interest income. Management also 
controls the effects of inflation by reviewing the 
prices of its products and services, by introducing 
new products and services and by controlling overhead 
expenses.  
 -57-

Business Uncertainties 

Due to the static economy in S&T's mature market area 
and the potential for decline, management believes 
that values of loan collateral and the ability of 
borrowers to repay could be adversely affected in an 
economic downturn. However, because of S&T's adequate 
allowance for loan losses, earnings strength and 
strong capitalization, as well as the strength of 
other businesses in our market area, management does 
not expect a decline in S&T's ability to 
satisfactorily perform if further decline in our 
economy occurs. In addition, S&T's recent acquisitions 
provide expanded market opportunities in areas with 
better growth potential. 
 -58-