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               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                        FORM 8-K/A NO. 1
                                
                                
                         CURRENT REPORT
                                
               Pursuant to Section 13 or 15(d) of
               The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 26, 1994


                       USBANCORP, INC.                           
     (Exact name of registrant as specified in its charter)

        Pennsylvania                0-12204          25-1424278  
(State or other jurisdiction      (Commission      (IRS Employer
     of incorporation)           File Number)       Ident. No.)

Main and Franklin Streets, Johnstown, Pennsylvania       15901    
  (Address of principal executive offices)             (Zip Code)

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

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


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Item 7.   Financial Statements and Exhibits.

     (a)  Financial statements of business acquired.

          The Consolidated Statements of Financial Condition as
          of December 31, 1993 and 1992, and the Consolidated
          Statements of Operations, Consolidated Statements of
          Shareholders' Equity and Consolidated Statements of
          Cash Flows for the years ended December 31, 1993, 1992
          and 1991 of Johnstown Savings Bank and the related
          Notes to Consolidated Financial Statements.    

          The Unaudited Consolidated Statement of Financial
          Condition as of March 31, 1994, the Unaudited
          Consolidated Statements of Operations for the
          three-month periods ended March 31, 1994 and 1993, and
          the Unaudited Consolidated Statements of Cash Flows for
          the three-month periods ended March 31, 1994 and 1993
          of Johnstown Savings Bank and the related Notes to
          Unaudited Consolidated Financial Statements.    

     (b)  Pro forma financial information.

          The pro forma financial statements of USBANCORP, Inc.
          and Johnstown Savings Bank required by Item 7(b) of
          Form 8-K are incorporated herein by reference to
          Exhibit 99.5 hereof.    

     (c)  Exhibits.

          2.1  Agreement and Plan of Merger, dated as of
               November 10, 1993, as amended on January 18, 1994,
               among USBANCORP, Inc., United States National Bank
               in Johnstown and Johnstown Savings Bank,
               (Incorporated herein by reference to Exhibit 2.1
               to USBANCORP's Registration Statement on Form S-4
               (33-52837), as filed on April 28, 1994).*

          23.1    Consent of Ernst & Young.**    

          23.2    Consent of KPMG Peat Marwick.**    

          99.2    Report of Ernst & Young.**    

          99.3    Report of KPMG Peat Marwick.**    

          99.3    The Consolidated Statements of Financial
               Condition as of December 31, 1993 and 1992, and
               the Consolidated Statements of Operations,
               Consolidated Statements of Shareholders' Equity
               and Consolidated Statements of Cash Flows for the
               years ended December 31, 1993, 1992 and 1991 of
               Johnstown Savings Bank, and the related Notes to
               Consolidated Financial Statements.**    

          99.4    The Unaudited Consolidated Statement of
               Financial Condition as of March 31, 1994, the
               Unaudited Consolidated Statements of Operations
               for the three-month periods ended March 31, 1994
               and 1993, and the Unaudited Consolidated
               Statements of Cash Flows for the three-month
               periods ended March 31, 1994 and 1993, of
               Johnstown Savings Bank and the related Notes to
               Unaudited Consolidated Financial Statements.**    

          99.5    Pro forma financial statements of USBANCORP,
               Inc. and Johnstown Savings Bank.    

          ____________________
          *Previously filed.
          **To be filed by Amendment.

                           SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.

                              USBANCORP, INC.

Dated:  August 11, 1994

                              By /s/ Orlando B. Hanselman    
                                   Orlando B. Hanselman
                                   Executive Vice President
                                   CFO and Manager of Corporate
                                   Services

                          EXHIBIT INDEX

Exhibit
 Number

 99.5     Pro forma financial statements of USBANCORP,
          Inc. and Johnstown Savings Bank.