FOR IMMEDIATE RELEASE              CONTACT:  Orlando B. Hanselman
February 24, 1995                            Executive Vice President
                                             (814) 533-5300

                         USBANCORP, INC.
                 ADOPTS SHAREHOLDER RIGHTS PLAN

     Johnstown, Pennsylvania.  The Board of Directors of
USBANCORP, Inc. (NASDAQ-NMS:UBAN) today adopted a Shareholder
Rights Plan designed to protect shareholders from abusive
takeover tactics and attempts to acquire control of USBANCORP at
an inadequate price.  The Plan is substantially similar to and
replaces USBANCORP's previous shareholder rights plan, which
expired on November 10, 1994.

     The Plan provides for the issuance of a right to purchase
one unit of preferred stock for each outstanding share of common
stock.  The rights will not be currently exercisable or
transferable, and no separate certificates evidencing the rights
will be distributed unless certain specified events occur.  The
rights will attach to shares of USBANCORP common stock
outstanding on March 15, 1995, and will expire in ten years.

     Each right will initially entitle shareholders to buy one
unit of a newly authorized series of junior participating
preferred stock at an exercise price of $65.00.  The rights
separate from the common stock, and if not redeemed by
USBANCORP's Board of Directors within a 20 day period of time,
become exercisable if a person, group, or other entity acquires
or announces a tender offer for 19.9% or more of either
USBANCORP's common stock or voting securities representing a
minimum of 19.9% of USBANCORP's total voting power.  They also
separate from the common stock and become exercisable 20 days
after a person or group, who has become a beneficial owner of at
least 10% of USBANCORP's common stock or total voting power, is
determined by the Board of Directors to be an "adverse person." 
An "adverse person" under USBANCORP's plan includes a person or
group attempting "greenmail," self-dealing, or similar
transactions to the detriment of other shareholders.

     After the rights become exercisable, under certain
circumstances, the rights (other than rights held by a 19.9%
beneficial owner or an "adverse person") will entitle the holder
to purchase either USBANCORP's common stock or the common stock
of the potential acquiror at a substantially reduced price.

     USBANCORP will generally be entitled to redeem rights at
$.001 per right at any time until the twentieth business day
following public announcement that a 19.9% position has been
acquired.  At any time prior to the date that the rights have
become nonredeemable, the Board can extend the redemption period. 
Rights are not redeemable following an "adverse person"
determination.

     Terry K. Dunkle, Chairman, President and Chief Executive
Officer of USBANCORP, said "The plan is similar to our previous
plan, as well as to plans adopted by over 1,000 public companies,
including many bank holding companies."  He added that the plan
was not adopted in response to any effort to acquire control of
USBANCORP and that materials summarizing the plan would be mailed
to shareholders in the near future.

     During the same meeting, the Board of Directors also took
action declaring a cash dividend on the Company's Common Stock. 
The dividend is $0.25 per share and is payable April 4, 1995, to
shareholders of record March 7, 1995.  On an annualized basis,
the Company's current Common Stock dividend yield approximates
4.5% compared to an average Pennsylvania bank holding company
yield of 3.0%.  The Company's dividend is consistent with its
emphasis on creating a progressive total shareholder return and
its commitment to maintaining a better than peer common dividend
yield.

     USBANCORP, a community bank holding company, is the parent
of U.S. Bank and USBANCORP Trust Company in Johnstown and two
Pittsburgh affiliates, Three Rivers Bank and Community Bancorp,
Inc.  The Company's subsidiaries provide full-service banking to
six Southwestern Pennsylvania counties through forty-five
community offices.  The counties served include Allegheny,
Cambria, Clearfield, Somerset, Washington, and Westmoreland.  At
December 31, 1994, USBANCORP had total assets of $1.8 billion and
shareholder's equity of $137 million or $24.57 per share.