Exhibit 5.2

Internal Revenue Service           Department of the Treasury

33 Hopkins Plaza
Baltimore, MD  21201-0000
                                   Employer Identification Number:
                                        25-1140568
                                   File Folder Number:
                                        250017561
                                   Person to Contact:
                                        NINA M. RAKACZKY
THREE RIVERS BANK & TRUST COMPANY  Contact Telephone Number:
500 FIFTH AVENUE                        (301) 962-2749
MCKEESPORT, PA  15132              Plan Name:
                                        401K PLAN

                                   Plan Number:  002

Dear Applicant:

     Based on the information supplied, we have made a favorable
determination on your application identified above.  Please keep
this letter in your permanent records.

     Continued qualification of the plan wil depend on its effect
in operation under its present form.  (See section 1.401-1(b)(3) of
the Income Tax Regulations.)  The status of the plan in operation
will be reviewed periodically.

     The enclosed document describes the impact of Notice 86-13 and
some events that could occur after you receive this letter that
would automatically nullify it without specific notice from us. The
document also explains how operation of the plan may affect a
favorable determination letter, and contains information about
filing requirements.

     This letter relates only to the status of your plan under the
Internal Revenue Code.  It is not a determination regarding the
effect of other Federal or local statutes.

     The information on the enclosed addendum is an integral part
of this determination.  Please be sure to read and keep it with
this letter.

     This determination letter is applicable for the amendment(s)
adopted on Sep. 12, 1989.

     This determination letter is applicable for the plan adopted
on Dec. 21, 1988.

     The form of the plan satisfies those requirements of the Tax
Reform Act of 1986 and the other laws, regulations, revenue
rulings, and notices listed in section 4.01 of Rev. Proc. 88-42,
1988-35 I.R.B. 27, that are effective for plan years beginning
before 1989.


     If you have any qusetions concerning this matter, please
contact the person whose name and telephone number are shown above.

                              Sincerely yours,

                              /s/

                              District Director

Enclosures:
Publication 794
OPWBP 515
Addendum