As filed with the Securities and Exchange
        Commission on December 22, 1998

           Registration No. 333-______



        SECURITIES AND EXCHANGE COMMISSION
             WASHINGTON, D.C.  20549


                     FORM S-8

          REGISTRATION STATEMENT UNDER 
           THE SECURITIES ACT OF 1933

               S & T BANCORP, INC.
(Exact name of registrant as specified in its charter)



Pennsylvania	                                 25-1434426
(State or other jurisdiction of	              (I.R.S. Employer
incorporation or organization)                Identification No.)

800 Philadelphia Street                       15701
Indiana, Pennsylvania                         (Zip Code)
(Address of Principal 
Executive Offices)	

 

                S & T Bancorp, Inc. 
      Thrift Plan for Employees of S & T Bank
             (Full title of the Plan)

                  Robert E. Rout
             Chief Financial Officer
               S & T Bancorp, Inc.
       P.O. Box 190, 800 Philadelphia Street
           Indiana, Pennsylvania  15701
                 (724) 465-4825
       (Name, address, including zip code, and
        telephone number, including area code,
                of agent for service)

                         Copy to:
                Richard E. Baltz, Esquire
                    Arnold & Porter
                555 Twelfth Street, N.W.
                 Washington, D.C.  20004
                    (202) 942-5124


                      CALCULATION OF 
                     REGISTRATION FEE



                               		Proposed	       Proposed
                                	Maximum	        Maximum
Title Of         	Amount	        Offering	       Aggregate	   Amount of
Securities To	    To be	         Price           Offering	    Registration
Be Registered	    Registered     Per Share*	     Price*    	  Fee

Common Stock	     1,000,000	     $27.10	       $27,100,000   $7,533.80
$2.50 Par Value	  shares



	In addition, pursuant to Rule 416(c) under the 
Securities Act of 1933, this Registration Statement also 
covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan.



	
*	Estimated solely for the purpose of calculating the 
registration fee pursuant to Securities Act Rule 457(c) 
and (h), on the basis of the average of the high and 
low sale prices of the Registrant's Common Stock on the 
Nasdaq National Market on December 18, 1998.



                            PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

	The following documents filed by S&T Bancorp, 
Inc. (the "Corporation" or the "Registrant") with the 
Securities and Exchange Commission ("Commission") are 
hereby incorporated herein by reference:

	   (a)	the Corporation's Annual Report on Form 
        10-K for the fiscal year ended December 31, 1997;

   	(b)	all other reports filed by the Corporation pursuant 
        to Sections 13(a) or 15(d) of the Securities Exchange 
        Act of 1934, as amended ("Exchange Act"), subsequent 
        to December 31, 1997; and

   	(c)	the description of the Corporation's Common Stock 
        contained in the Corporation's Registration Statement 
        pursuant to Section 12(g) of the Exchange Act, and 
        any amendment or report filed for the purposes of 
        updating such description.

	All documents filed by the Corporation after 
the date of this Registration Statement pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, prior to the filing of a post-effective amendment 
which indicates that all of the Corporation's Common 
Stock offered hereby has been sold or which withdraws 
from registration such Common Stock then remaining 
unsold, shall be deemed to be incorporated in this 
Registration Statement by reference and be a part 
hereof from the date of filing such documents.  Any 
statement contained in a document incorporated or 
deemed to be incorporated by reference in this 
Registration Statement shall be deemed to be modified 
or superseded for purposes of this Registration 
Statement to the extent that a statement contained 
herein or in any other subsequently filed document 
which also is or is deemed to be incorporated by 
reference in this Registration Statement modifies or 
supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as 
so modified or so superseded, to constitute a part of 
this Registration Statement.


Item 4.  Description of Securities.

	        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

	        The consolidated financial statements of the 
Corporation incorporated by reference in the 
Corporation's Annual Report (Form 10-K) at December 
31, 1997 and for each of the three years in the period 
ended December 31, 1997, have been audited by Ernst & 
Young, LLP, independent auditors, as set forth in 
their report thereon appearing and incorporated by 
reference elsewhere herein which, as to the years 
December 31, 1996 and 1995 are based in part on the 
report of S.R. Snodgrass, independent auditors.  The 
financial statements referred to above are included in 
reliance upon such reports given upon the authority of 
such firms as experts in accounting and auditing. 

	Arnold & Porter, Washington, D.C., has 
delivered its legal opinion that the shares of the 
Corporation's Common Stock offered pursuant to the 
Thrift Plan for Employees of S&T Bank  (the "Plan") 
have been duly authorized by the Corporation and that 
the shares, when issued in accordance with the terms 
of the Plan, for the legal consideration of not less 
than $2.50 per share, will be validly issued, fully 
paid and nonassessable.

Item 6.  Indemnification of Directors and Officers.

	        Section 1741 of the Pennsylvania Business 
Corporation Law of 1988 (PBCL) permits, under certain 
circumstances, the indemnification of any person with 
respect to any threatened, pending, or completed 
action, suit, or proceeding, whether civil, criminal, 
administrative, or investigative, to which such person 
was or is a party or is threatened to be made a party 
by reason of the fact that such person is or was a 
representative of the corporation or was serving in a 
similar capacity for another enterprise at the request 
of the corporation.  

	        Section 1743 of the PBCL provides that to the 
extent that a representative of the corporation has 
been successful in defending any such proceeding, such 
person shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably 
incurred by him in connection therewith.

        	With respect to a proceeding by or in the 
right of the corporation, Section 1742 of the PBCL 
provides that such person may be indemnified against 
expenses (including attorneys' fees) if he acted in 
good faith and in a manner he reasonably believed to 
be in, or not opposed to, the best interests of the 
corporation.  The statute further provides, however, 
that no indemnification is allowed in such a 
proceeding if such person is adjudged liable to the 
corporation unless, and only to the extent that, the 
court in which the action was brought, or the 
appropriate Pennsylvania Court of Common Pleas, upon 
application, determines that he is entitled to 
indemnification under the circumstances.  With respect 
to both third party actions and actions brought by or 
in the right of the corporation, the representative 
may be indemnified against judgments, fines, and 
amounts paid in settlement, as well as expenses, if he 
acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests 
of the corporation and, with respect to any criminal 
action, had no reasonable cause to believe his conduct 
was unlawful, notwithstanding the outcome of the 
proceeding.  Except with respect to mandatory 
indemnification of expenses to successful defendants 
as described in the preceding paragraph or pursuant to 
a court order, the indemnification described in this 
paragraph may be made only upon a determination 
in each specific case by majority vote of a quorum of 
directors not parties to the proceeding, by written 
opinion of independent legal counsel, or by the 
shareholders, that the defendant met the applicable 
standard of conduct described above.


	        The Pennsylvania statutes permit a 
corporation to advance expenses incurred by a proposed 
indemnitee in advance of final disposition of the 
proceeding provided the indemnitee undertakes to 
repay such advanced expenses if it is ultimately 
determined that he is not entitled to indemnification.  
A corporation may purchase insurance on behalf of an 
indemnitee against any liability asserted against him 
in his designated capacity, whether or not the 
corporation itself would be empowered to indemnify him 
against such liability.

II-2
        	Pennsylvania law also provides that the above 
rights shall not be deemed exclusive of other rights 
of indemnification or advancement of expenses under 
any bylaw, agreement, vote of stockholders or 
disinterested directors, or otherwise.  The 
Corporation's Bylaws provide for the mandatory 
indemnification of directors and officers in 
accordance with and to the full extent permitted by 
the laws of Pennsylvania as in effect at the time of 
such indemnification, and permit indemnification of 
directors and officers in situations where such 
indemnification is not mandatory pursuant to the laws 
of Pennsylvania.  The Corporation has purchased 
directors' and officers' liability insurance covering 
certain liabilities which may be incurred by its 
officers and directors in connection with the 
performance of their duties.

	        The foregoing descriptions are general 
summaries only.  Reference is made to the full text of 
the Corporation's Articles of Incorporation, Bylaws 
and Plan incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

	        Not applicable.

Item 8.  Exhibits.
 
        The exhibits listed on the Index of Exhibits 
on page II-8 of this Registration Statement are filed 
herewith or are incorporated herein by reference to 
other filings.

	        Pursuant to subsection (b) of this Item, the 
Corporation undertakes to submit the Plan (and any 
amendments thereto) to the Internal Revenue Service 
("IRS") in a timely manner and will make all changes 
required by the IRS in order to qualify the Plan.


Item 9.  Undertakings.

        	The undersigned Registrant hereby undertakes:

1.	      To file, during any period in which offers or
         sales are being made, a post-effective amendment to
         this Registration Statement:

       	(i)	  To include any prospectus required by 
              Section 10(a)(3) of the Securities Act of 1933, as
              amended (the "Securities Act").

       	(ii)	 To reflect in the prospectus any facts 
              or events arising after the effective date of the 
              Registration Statement (or the most recent 
              post-effective amendment thereof) which, individually 
              or in the aggregate, represent a fundamental change in
              the information set forth in the Registration 
              Statement.  Notwithstanding the foregoing, any 
              increase or decrease in volume of securities offered 
              (if the total dollar value of securities offered would
              not exceed that which was registered) and any 
              deviation from the low or high end of the estimated 
              maximum offering range may be reflected in the form of 
              prospectus filed with the Commission pursuant to Rule
              424(b) if, in the aggregate, the changes in volume and
              price represent no more than a 20% change in the 
              maximum aggregate offering price set forth in the 
              "Calculation of Registration Fee" table in the
              effective registration statement.

II-3
       	(iii)	To include any material information 
              with respect to the plan of distribution not 
              previously disclosed in the Registration Statement or 
              any material change to such information in the 
              Registration Statement.
 
		            Provided, however, that paragraphs (i)
              and (ii) do not apply if the information required to
              be included in a post-effective amendment by those
              paragraphs is contained in periodic reports filed by 
              the Registrant pursuant to Section 13 or Section 15(d)
              of the Exchange Act that are incorporated by
              reference in the Registration Statement;



2.	      That, for the purpose of determining any 
         liability under the Securities Act, each such
         post-effective amendment shall be deemed to be a new
         registration statement relating to the securities
         offered therein, and the offering of such securities
         at that time shall be deemed to be the initial
         bonafide offering thereof;

3.	      To remove from registration by means of a 
         post-effective amendment any of the securities being
         registered which remain unsold at the termination of
         the offering;

4.	      That, for purposes of determining any 
         liability under the Securities Act, each filing of the 
         Registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Exchange Act that is 
         incorporated by reference in the Registration 
         Statement shall bee deemed to be a new registration
         statement relating to the securities offered 
         therein, and the offering of such securities at that 
         time shall be deemed to be the initial bona fide
         offering thereof; and

5.	      Insofar as indemnification for liabilities 
         arising under the Securities Act may be permitted to 
         directors, officers and controlling persons of the
         Registrant pursuant to the foregoing provisions, or 
         otherwise, the Registrant has been advised that in the 
         opinion of the Commission such indemnification is
         against public policy as expressed in the Securities
         Act and is, therefore, unenforceable.  In the event 
         that a claim for indemnification against such
         liabilities (other than the payment by the Registrant 
         of expenses incurred or paid by a director, officer or 
         controlling person of the Registrant in the successful 
         defense of any action, suit or proceeding) is asserted 
         by such director, officer or controlling person in
         connection with the securities being registered, the
         Registrant will, unless in the opinion of its counsel 
         the matter has been settled by controlling precedent, 
         submit to a court of appropriate jurisdiction the
         question whether such indemnification by it is
         against public policy as expressed in the Securities 
         Act and will be governed by the final adjudication of
         such issue.

II-4

                               SIGNATURES



	        Pursuant to the requirements of the 
Securities Act, the Registrant certifies that it has 
reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly 
caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, 
in the City of Indiana, Commonwealth of Pennsylvania, 
on December 21, 1998.


                         		S & T BANCORP, INC.

                           By:/s/ 
                               James C. Miller
					                          President and 
					                          Chief Executive Officer and 
					                          Director





	        Pursuant to the requirements of the 
Securities Act of 1933, this Registration Statement 
has been signed below by the following persons in the 
capacities and on the dates indicated:


Signature                Title                      Date

Principal Officers:

/s/                         
James C. Miller          President and Chief        Date:  December 21, 1998  
                         Executive Officer 
                         and Director (Principal
                         Executive Officer)

/s/ 
James G. Barone          Executive Vice President   Date:  December 21, 1998
                         and Secretary/Treasurer

/s/
Robert E. Rout           Senior Vice President &    Date:  December 21, 1998
                         Chief Financial Officer
                         (Principal Financial Officer
                         and Accounting Officer)
II-5
Directors:

* 	
Thomas A. Brice          Director

* 	
Forrest L. Brubaker      Director

* 	
James L. Carino          Director

* 	
John J. Delaney	         Director

* 	
Robert D. Duggan         Chairman and Director

* 	
Thomas W. Garges, Jr.    Director

* 	
William J. Gatti         Director

* 	
Ruth M. Grant            Director

* 	
Jeffrey D. Grube	        Director

* 	
Herbert L. Hanna	        Director

* 	
Frank W. Jones           Director

II-6

Directors:

* 	
Joseph A. Kirk	          Director

* 	
Samuel Levy	             Director

* 	
James C. Miller	         President and Chief
                         Executive Officer 
                         and Director

* 	
Alan Papernick	          Director

* 	
W. Parker Ruddock	       Director

* 	
Myles D. Sampson	        Director

* 	
Charles A. Spadafora	    Director

* 	
Christine J. Torretti	   Director


*By: /s/				                                Dated:    December 21, 1998
     James C. Miller, Attorney-in-Fact 

  Pursuant to the requirements of the Securities 
Act of 1933, the Chairman of the Committee which 
administers the Corporation's Thrift Plan for 
Employees of S&T Bank has duly caused this 
Registration Statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, in the 
City of Indiana, Commonwealth of Pennsylvania on 
December 21, 1998.

		                          /s/	
                          		James G. Barone

II-7

          INDEX OF EXHIBITS

Exhibit 4.1	           Provisions of the Articles of 
Incorporation of S&T Bancorp, Inc.  defining the 
rights of security holders, incorporated herein by 
reference to Exhibit No. 19 to the Corporation's 
Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1991 and Exhibit 4.1 to the Corporation's
Registration Statement on Form S-3 filed November 22,
1991 (File No. 33-44164).

Exhibit 4.2	           Thrift Plan for Employees of 
S&T Bank, as amended and restated as of October 1, 
1998.  Filed herewith.

Exhibit 5              Opinion of Arnold & Porter 
with respect to the legality of the Common Stock 
being registered, filed herewith.

Exhibit 23.1	          Consent of Ernst & Young LLP, 
Independent Auditors, filed herewith.

Exhibit 23.2	          Consent of Arnold & Porter, 
contained in their opinion filed as Exhibit 5 hereto.

Exhibit 23.3	          Consent of S.R. Snodgrass, A.C., 
Independent Auditors, filed herewith.

Exhibit 24	            Powers of Attorney of certain 
officers and directors of the Corporation.

II-8

                                            EXHIBIT 5

                    December 21, 1998


S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania  15701

Ladies and Gentlemen:

      	Reference is made to the Registration 
Statement on Form S-8 ("Registration Statement") of 
S&T Bancorp, Inc., a Pennsylvania corporation ("S&T"), 
with respect to 1,000,000 shares of $2.50 par value 
common stock of S&T ("S&T Common Stock") which are to 
be offered or sold pursuant to the Thrift Plan for 
Employees of S&T Bank (the "Plan").

 	     We have been requested to furnish an opinion 
to be included as Exhibit 5 to the Registration 
Statement.  In conjunction with the furnishing of this 
opinion, we have examined such corporate documents and 
have made such investigation of matters of fact and 
law as we have deemed necessary to render this 
opinion.  Our opinion is based on our review of the 
latest standard compilation available to us of the 
Pennsylvania Business Corporation Law of 1988.

	      The opinions set forth herein are subject 
to the following qualifications, which are in 
addition to any other qualifications contained 
herein:

  A.	  We have assumed without verification the 
genuineness of all signatures on all documents, 
the authority of the parties executing such 
documents, the authenticity of all documents 
submitted to us as originals, and the conformity 
to original documents of all documents submitted 
to us as copies.

  B.	  The opinions set forth herein are based on 
existing laws, ordinances, rules, regulations, 
court and administrative decisions as they 
presently have been interpreted and we can give 
no assurances that our opinions would not be 
different after any change in any of the 
foregoing occurring after the date hereof.

  C.	  We have assumed without verification that,
with respect to the minutes of any meetings of 
the Board of Directors or any committees thereof 
of S&T or of the stockholders of S&T that we 
have examined, due notice of the meetings was 
given or duly waived, the minutes accurately and 
completely reflect all actions taken at the 
meetings and a quorum was present and acting 
throughout the meetings.

  D.	  We have assumed without verification the 
accuracy and completeness of all corporate 
records made available to us by S&T.

  E.	  We express no opinion as to the effect or 
application of any laws or regulations other 
than the Pennsylvania Business Corporation Law 
as in effect on this date.  As to matters 
governed by the law specified in the foregoing 
sentence, we have relied exclusively on the 
latest standard compilation of such statute as 
reproduced in commonly accepted unofficial 
publications available to us.

	      Based upon such examination and
investigation and upon the assumption that there will 
be no material changes in the documents we examined 
and the matters investigated, we are of the opinion 
that the shares of S&T Common Stock included in the 
Registration Statement have been duly authorized by 
S&T and that, when issued in accordance with the terms 
of the Plan, such shares of S&T Common Stock will be 
validly issued, fully paid and nonassessable under the 
Pennsylvania Business Corporation Law of 1988 as in 
effect on this date.

	      This letter does not address any matters 
other than those expressly addressed herein.  This 
letter is given for your sole benefit and use.  No one 
else is entitled to rely hereupon.  This letter speaks 
only as of the date hereof.  We undertake no 
responsibility to update or supplement it after such 
date. In giving this consent, we do not hereby admit 
that we are an "expert" within the meaning of the 1933 
Act.

	      We consent to the filing of this opinion as 
an exhibit to the Registration Statement.

                                Sincerely,

		                              /s/ ARNOLD & PORTER



                                       EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption
"Interests of named Experts and Counsel" in the Registration
Statement on Form S-8 pertaining to the Thrift Plan for
Employees of S&T Bank and to the incorporation by reference
therein of our report dated January 16, 1998, with respect
to the consolidated financial statements of S&T Bancorp, Inc.
included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange
Commission.

                                    /s/ ERNST & YOUNG, LLP



Pittsburgh, Pennsylvania
December 17, 1998




                                       EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in this Registration
Statement of S&T Bancorp, Inc. on Form S-8 pertaining to the Thrift
Plan for Employees of S&T Bank, of our report dated February 10, 1997 
(as it relates to the financial statements of Peoples Bank of Unity 
for the years ended December 31, 1996 and 1995) appearing in the 
Annual Report on Form 10-K of S&T Bancorp, Inc. for the year ended 
December 31, 1997.

We also consent to the reference to our firm under Item 5 - "Interest
of Named Experts and Counsel" in such Registration Statement.

/s/ S.R. Snodgrass, A.C.

Wexford, PA
December 17, 1998




                                       EXHIBIT 24

                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below hereby constitutes and 
appoints James C. Miller, James G. Barone and Robert 
E. Rout and each of them (with full power of each of 
them to act alone), his true and lawful 
attorney-in-fact and agent with full power of 
substitution and resubstitution, for him and on his 
behalf and in his name, place and stead, in any and 
all capacities, to sign, execute and file with the 
Securities and Exchange Commission (or any other 
governmental or regulatory authority) a Registration 
Statement on Form S-8, and any and all amendments 
(including post-effective amendments) thereto, with 
all exhibits and any and all documents required to be 
filed with respect thereto, relating to the 
registration under the Securities Act of 1933, as 
amended, of shares of the Corporation's common stock 
authorized to be issued or sold pursuant to the 
Corporation's Thrift Plan, and of plan interests in 
such plan, granting unto said attorneys, and each of 
them, full power and authority to do and to perform 
each and every act and thing requisite and necessary 
to be done in order to effectuate the same as fully to 
all intents and purposes as he himself might or could 
do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, 
or any of them, may lawfully do or cause to be done by 
virtue hereof.

       	IN WITNESS WHEREOF, each of the undersigned 
has, with full power of substitution and 
resubstitution, hereunto set his hand as of the date 
specified.


Signature                  Title                      Date

Principal Officers:	

/s/ James C. Miller	
James C. Miller            President and Chief        March 16, 1998
                           Executive Officer 
                           (Principal Executive 
                           Officer)

/s/ James G. Barone
James G. Barone            Executive Vice President   March 16, 1998
                           and Treasurer/Secretary

/s/  Robert E. Rout	
Robert E. Rout	            Senior Vice President      March 16, 1998
                           and Chief Financial 
                           Officer (Principal
                           Accounting Officer)



Directors:

	
/s/ Thomas A. Brice	
Thomas A. Brice	                   Director            March 16, 1998

/s/ Forrest L. Brubaker	
Forrest L. Brubaker	               Director            March 16, 1998

/s/ James L. Carino	
James L. Carino                    Director            March 16, 1998

/s/ John J. Delaney	
John J. Delaney	                   Director            March 16, 1998

/s/ Robert D. Duggan	
Robert D. Duggan	                  Chairman and        March 16, 1998
                                   Director

/s/ Thomas W. Garges, Jr.
Thomas W. Garges, Jr.	             Director            March 16, 1998

/s/ William J. Gatti	
William J. Gatti                   Director            March 16, 1998

/s/ Ruth M. Grant	
Ruth M. Grant	                     Director            March 16, 1998

/s/ Jeffrey D. Grube	
Jeffrey D. Grube                   Director            March 16, 1998

/s/ Herbert L. Hanna	
Herbert L. Hanna	                  Director            March 16, 1998

/s/ Frank W. Jones	
Frank W. Jones                     Director            March 16, 1998

/s/ Joseph A. Kirk	
Joseph A. Kirk                     Director            March 16, 1998

/s/ Samuel Levy		
Samuel Levy                        Director            March 16, 1998

/s/ James C. Miller	
James C. Miller	                   Director            March 16, 1998

/s/ Alan Papernick	
Alan Papernick	                    Director            March 16, 1998

/s/ W. Parker Ruddock	
W. Parker Ruddock                  Director            March 16, 1998

/s/ Myles D. Sampson	
Myles D. Sampson                   Director            March 16, 1998

/s/ Charles A. Spadafora
Charles A. Spadafora               Director            March 16, 1998

/s/ Christine J. Toretti	
Christine J. Toretti               Director            March 16, 1998
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As filed with the Securities and Exchange
        Commission on December 22, 1998

           Registration No. 333-______

        SECURITIES AND EXCHANGE COMMISSION
             WASHINGTON, D.C.  20549

                     FORM S-8

          REGISTRATION STATEMENT UNDER 
           THE SECURITIES ACT OF 1933

               S & T BANCORP, INC.
(Exact name of registrant as specified in its charter)

Pennsylvania	                                 25-1434426
(State or other jurisdiction of	              (I.R.S. Employer
incorporation or organization)                Identification No.)

800 Philadelphia Street                       15701
Indiana, Pennsylvania                         (Zip Code)
(Address of Principal 
Executive Offices)	

 

                S & T Bancorp, Inc. 
      Thrift Plan for Employees of S & T Bank
             (Full title of the Plan)

                  Robert E. Rout
             Chief Financial Officer
               S & T Bancorp, Inc.
       P.O. Box 190, 800 Philadelphia Street
           Indiana, Pennsylvania  15701
                 (724) 465-4825
       (Name, address, including zip code, and
        telephone number, including area code,
                of agent for service)

                         Copy to:
                Richard E. Baltz, Esquire
                    Arnold & Porter
                555 Twelfth Street, N.W.
                 Washington, D.C.  20004
                    (202) 942-5124

                      CALCULATION OF 
                     REGISTRATION FEE

                               		Proposed	       Proposed
                                	Maximum	        Maximum
Title Of         	Amount	        Offering	       Aggregate	   Amount of
Securities To	    To be	         Price           Offering	    Registration
Be Registered	    Registered     Per Share*	     Price*    	  Fee

Common Stock	     1,000,000	     $27.10	       $27,100,000   $7,533.80
$2.50 Par Value	  shares

	In addition, pursuant to Rule 416(c) under the 
Securities Act of 1933, this Registration Statement also 
covers an indeterminate amount of interests to be offered
or sold pursuant to the Plan.

	
*	Estimated solely for the purpose of calculating the 
registration fee pursuant to Securities Act Rule 457(c) 
and (h), on the basis of the average of the high and 
low sale prices of the Registrant's Common Stock on the 
Nasdaq National Market on December 18, 1998.

                            PART II
     INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

	The following documents filed by S&T Bancorp, 
Inc. (the "Corporation" or the "Registrant") with the 
Securities and Exchange Commission ("Commission") are 
hereby incorporated herein by reference:

	   (a)	the Corporation's Annual Report on Form 
        10-K for the fiscal year ended December 31, 1997;

   	(b)	all other reports filed by the Corporation pursuant 
        to Sections 13(a) or 15(d) of the Securities Exchange 
        Act of 1934, as amended ("Exchange Act"), subsequent 
        to December 31, 1997; and

   	(c)	the description of the Corporation's Common Stock 
        contained in the Corporation's Registration Statement 
        pursuant to Section 12(g) of the Exchange Act, and 
        any amendment or report filed for the purposes of 
        updating such description.

	All documents filed by the Corporation after 
the date of this Registration Statement pursuant to 
Sections 13(a), 13(c), 14 and 15(d) of the Exchange 
Act, prior to the filing of a post-effective amendment 
which indicates that all of the Corporation's Common 
Stock offered hereby has been sold or which withdraws 
from registration such Common Stock then remaining 
unsold, shall be deemed to be incorporated in this 
Registration Statement by reference and be a part 
hereof from the date of filing such documents.  Any 
statement contained in a document incorporated or 
deemed to be incorporated by reference in this 
Registration Statement shall be deemed to be modified 
or superseded for purposes of this Registration 
Statement to the extent that a statement contained 
herein or in any other subsequently filed document 
which also is or is deemed to be incorporated by 
reference in this Registration Statement modifies or 
supersedes such statement.  Any such statement so 
modified or superseded shall not be deemed, except as 
so modified or so superseded, to constitute a part of 
this Registration Statement.

Item 4.  Description of Securities.

	        Not applicable.

Item 5.  Interests of Named Experts and Counsel.

	        The consolidated financial statements of the 
Corporation incorporated by reference in the 
Corporation's Annual Report (Form 10-K) at December 
31, 1997 and for each of the three years in the period 
ended December 31, 1997, have been audited by Ernst & 
Young, LLP, independent auditors, as set forth in 
their report thereon appearing and incorporated by 
reference elsewhere herein which, as to the years 
December 31, 1996 and 1995 are based in part on the 
report of S.R. Snodgrass, independent auditors.  The 
financial statements referred to above are included in 
reliance upon such reports given upon the authority of 
such firms as experts in accounting and auditing. 

	Arnold & Porter, Washington, D.C., has 
delivered its legal opinion that the shares of the 
Corporation's Common Stock offered pursuant to the 
Thrift Plan for Employees of S&T Bank  (the "Plan") 
have been duly authorized by the Corporation and that 
the shares, when issued in accordance with the terms 
of the Plan, for the legal consideration of not less 
than $2.50 per share, will be validly issued, fully 
paid and nonassessable.

Item 6.  Indemnification of Directors and Officers.

	        Section 1741 of the Pennsylvania Business 
Corporation Law of 1988 (PBCL) permits, under certain 
circumstances, the indemnification of any person with 
respect to any threatened, pending, or completed 
action, suit, or proceeding, whether civil, criminal, 
administrative, or investigative, to which such person 
was or is a party or is threatened to be made a party 
by reason of the fact that such person is or was a 
representative of the corporation or was serving in a 
similar capacity for another enterprise at the request 
of the corporation.  

	        Section 1743 of the PBCL provides that to the 
extent that a representative of the corporation has 
been successful in defending any such proceeding, such 
person shall be indemnified against expenses 
(including attorneys' fees) actually and reasonably 
incurred by him in connection therewith.

        	With respect to a proceeding by or in the 
right of the corporation, Section 1742 of the PBCL 
provides that such person may be indemnified against 
expenses (including attorneys' fees) if he acted in 
good faith and in a manner he reasonably believed to 
be in, or not opposed to, the best interests of the 
corporation.  The statute further provides, however, 
that no indemnification is allowed in such a 
proceeding if such person is adjudged liable to the 
corporation unless, and only to the extent that, the 
court in which the action was brought, or the 
appropriate Pennsylvania Court of Common Pleas, upon 
application, determines that he is entitled to 
indemnification under the circumstances.  With respect 
to both third party actions and actions brought by or 
in the right of the corporation, the representative 
may be indemnified against judgments, fines, and 
amounts paid in settlement, as well as expenses, if he 
acted in good faith and in a manner he reasonably 
believed to be in or not opposed to the best interests 
of the corporation and, with respect to any criminal 
action, had no reasonable cause to believe his conduct 
was unlawful, notwithstanding the outcome of the 
proceeding.  Except with respect to mandatory 
indemnification of expenses to successful defendants 
as described in the preceding paragraph or pursuant to 
a court order, the indemnification described in this 
paragraph may be made only upon a determination 
in each specific case by majority vote of a quorum of 
directors not parties to the proceeding, by written 
opinion of independent legal counsel, or by the 
shareholders, that the defendant met the applicable 
standard of conduct described above.

	        The Pennsylvania statutes permit a 
corporation to advance expenses incurred by a proposed 
indemnitee in advance of final disposition of the 
proceeding provided the indemnitee undertakes to 
repay such advanced expenses if it is ultimately 
determined that he is not entitled to indemnification.  
A corporation may purchase insurance on behalf of an 
indemnitee against any liability asserted against him 
in his designated capacity, whether or not the 
corporation itself would be empowered to indemnify him 
against such liability.

II-2
        	Pennsylvania law also provides that the above 
rights shall not be deemed exclusive of other rights 
of indemnification or advancement of expenses under 
any bylaw, agreement, vote of stockholders or 
disinterested directors, or otherwise.  The 
Corporation's Bylaws provide for the mandatory 
indemnification of directors and officers in 
accordance with and to the full extent permitted by 
the laws of Pennsylvania as in effect at the time of 
such indemnification, and permit indemnification of 
directors and officers in situations where such 
indemnification is not mandatory pursuant to the laws 
of Pennsylvania.  The Corporation has purchased 
directors' and officers' liability insurance covering 
certain liabilities which may be incurred by its 
officers and directors in connection with the 
performance of their duties.

	        The foregoing descriptions are general 
summaries only.  Reference is made to the full text of 
the Corporation's Articles of Incorporation, Bylaws 
and Plan incorporated herein by reference.

Item 7.  Exemption from Registration Claimed.

	        Not applicable.

Item 8.  Exhibits.
 
        The exhibits listed on the Index of Exhibits 
on page II-8 of this Registration Statement are filed 
herewith or are incorporated herein by reference to 
other filings.

	        Pursuant to subsection (b) of this Item, the 
Corporation undertakes to submit the Plan (and any 
amendments thereto) to the Internal Revenue Service 
("IRS") in a timely manner and will make all changes 
required by the IRS in order to qualify the Plan.

Item 9.  Undertakings.

        	The undersigned Registrant hereby undertakes:

1.	      To file, during any period in which offers or
         sales are being made, a post-effective amendment to
         this Registration Statement:

       	(i)	  To include any prospectus required by 
              Section 10(a)(3) of the Securities Act of 1933, as
              amended (the "Securities Act").

       	(ii)	 To reflect in the prospectus any facts 
              or events arising after the effective date of the 
              Registration Statement (or the most recent 
              post-effective amendment thereof) which, individually 
              or in the aggregate, represent a fundamental change in
              the information set forth in the Registration 
              Statement.  Notwithstanding the foregoing, any 
              increase or decrease in volume of securities offered 
              (if the total dollar value of securities offered would
              not exceed that which was registered) and any 
              deviation from the low or high end of the estimated 
              maximum offering range may be reflected in the form of 
              prospectus filed with the Commission pursuant to Rule
              424(b) if, in the aggregate, the changes in volume and
              price represent no more than a 20% change in the 
              maximum aggregate offering price set forth in the 
              "Calculation of Registration Fee" table in the
              effective registration statement.

II-3
       	(iii)	To include any material information 
              with respect to the plan of distribution not 
              previously disclosed in the Registration Statement or 
              any material change to such information in the 
              Registration Statement.
 
		            Provided, however, that paragraphs (i)
              and (ii) do not apply if the information required to
              be included in a post-effective amendment by those
              paragraphs is contained in periodic reports filed by 
              the Registrant pursuant to Section 13 or Section 15(d)
              of the Exchange Act that are incorporated by
              reference in the Registration Statement;

2.	      That, for the purpose of determining any 
         liability under the Securities Act, each such
         post-effective amendment shall be deemed to be a new
         registration statement relating to the securities
         offered therein, and the offering of such securities
         at that time shall be deemed to be the initial
         bonafide offering thereof;

3.	      To remove from registration by means of a 
         post-effective amendment any of the securities being
         registered which remain unsold at the termination of
         the offering;

4.	      That, for purposes of determining any 
         liability under the Securities Act, each filing of the 
         Registrant's annual report pursuant to Section 13(a)
         or Section 15(d) of the Exchange Act that is 
         incorporated by reference in the Registration 
         Statement shall bee deemed to be a new registration
         statement relating to the securities offered 
         therein, and the offering of such securities at that 
         time shall be deemed to be the initial bona fide
         offering thereof; and

5.	      Insofar as indemnification for liabilities 
         arising under the Securities Act may be permitted to 
         directors, officers and controlling persons of the
         Registrant pursuant to the foregoing provisions, or 
         otherwise, the Registrant has been advised that in the 
         opinion of the Commission such indemnification is
         against public policy as expressed in the Securities
         Act and is, therefore, unenforceable.  In the event 
         that a claim for indemnification against such
         liabilities (other than the payment by the Registrant 
         of expenses incurred or paid by a director, officer or 
         controlling person of the Registrant in the successful 
         defense of any action, suit or proceeding) is asserted 
         by such director, officer or controlling person in
         connection with the securities being registered, the
         Registrant will, unless in the opinion of its counsel 
         the matter has been settled by controlling precedent, 
         submit to a court of appropriate jurisdiction the
         question whether such indemnification by it is
         against public policy as expressed in the Securities 
         Act and will be governed by the final adjudication of
         such issue.

II-4

                               SIGNATURES

	        Pursuant to the requirements of the 
Securities Act, the Registrant certifies that it has 
reasonable grounds to believe that it meets all of the 
requirements for filing on Form S-8 and has duly 
caused this Registration Statement to be signed on its 
behalf by the undersigned, thereunto duly authorized, 
in the City of Indiana, Commonwealth of Pennsylvania, 
on December 21, 1998.

                         		S & T BANCORP, INC.

                           By:/s/ 
                               James C. Miller
					                          President and 
					                          Chief Executive Officer and 
					                          Director

	        Pursuant to the requirements of the 
Securities Act of 1933, this Registration Statement 
has been signed below by the following persons in the 
capacities and on the dates indicated:

Signature                Title                      Date

Principal Officers:

/s/                         
James C. Miller          President and Chief        Date:  December 21, 1998  
                         Executive Officer 
                         and Director (Principal
                         Executive Officer)

/s/ 
James G. Barone          Executive Vice President   Date:  December 21, 1998
                         and Secretary/Treasurer

/s/
Robert E. Rout           Senior Vice President &    Date:  December 21, 1998
                         Chief Financial Officer
                         (Principal Financial Officer
                         and Accounting Officer)
II-5
Directors:

* 	
Thomas A. Brice          Director

* 	
Forrest L. Brubaker      Director

* 	
James L. Carino          Director

* 	
John J. Delaney	         Director

* 	
Robert D. Duggan         Chairman and Director

* 	
Thomas W. Garges, Jr.    Director

* 	
William J. Gatti         Director

* 	
Ruth M. Grant            Director

* 	
Jeffrey D. Grube	        Director

* 	
Herbert L. Hanna	        Director

* 	
Frank W. Jones           Director

II-6

Directors:

* 	
Joseph A. Kirk	          Director

* 	
Samuel Levy	             Director

* 	
James C. Miller	         President and Chief
                         Executive Officer 
                         and Director

* 	
Alan Papernick	          Director

* 	
W. Parker Ruddock	       Director

* 	
Myles D. Sampson	        Director

* 	
Charles A. Spadafora	    Director

* 	
Christine J. Torretti	   Director

*By: /s/				                                Dated:    December 21, 1998
     James C. Miller, Attorney-in-Fact 

  Pursuant to the requirements of the Securities 
Act of 1933, the Chairman of the Committee which 
administers the Corporation's Thrift Plan for 
Employees of S&T Bank has duly caused this 
Registration Statement to be signed on its behalf by 
the undersigned, thereunto duly authorized, in the 
City of Indiana, Commonwealth of Pennsylvania on 
December 21, 1998.

		                          /s/	
                          		James G. Barone

II-7

          INDEX OF EXHIBITS

Exhibit 4.1	           Provisions of the Articles of 
Incorporation of S&T Bancorp, Inc.  defining the 
rights of security holders, incorporated herein by 
reference to Exhibit No. 19 to the Corporation's 
Quarterly Report on Form 10-Q for the quarter ended 
March 31, 1991 and Exhibit 4.1 to the Corporation's
Registration Statement on Form S-3 filed November 22,
1991 (File No. 33-44164).

Exhibit 4.2	           Thrift Plan for Employees of 
S&T Bank, as amended and restated as of October 1, 
1998.  Filed herewith.

Exhibit 5              Opinion of Arnold & Porter 
with respect to the legality of the Common Stock 
being registered, filed herewith.

Exhibit 23.1	          Consent of Ernst & Young LLP, 
Independent Auditors, filed herewith.

Exhibit 23.2	          Consent of Arnold & Porter, 
contained in their opinion filed as Exhibit 5 hereto.

Exhibit 23.3	          Consent of S.R. Snodgrass, A.C., 
Independent Auditors, filed herewith.

Exhibit 24	            Powers of Attorney of certain 
officers and directors of the Corporation.

II-8

                                            EXHIBIT 5

                    December 21, 1998

S&T Bancorp, Inc.
800 Philadelphia Street
Indiana, Pennsylvania  15701

Ladies and Gentlemen:

      	Reference is made to the Registration 
Statement on Form S-8 ("Registration Statement") of 
S&T Bancorp, Inc., a Pennsylvania corporation ("S&T"), 
with respect to 1,000,000 shares of $2.50 par value 
common stock of S&T ("S&T Common Stock") which are to 
be offered or sold pursuant to the Thrift Plan for 
Employees of S&T Bank (the "Plan").

 	     We have been requested to furnish an opinion 
to be included as Exhibit 5 to the Registration 
Statement.  In conjunction with the furnishing of this 
opinion, we have examined such corporate documents and 
have made such investigation of matters of fact and 
law as we have deemed necessary to render this 
opinion.  Our opinion is based on our review of the 
latest standard compilation available to us of the 
Pennsylvania Business Corporation Law of 1988.

	      The opinions set forth herein are subject 
to the following qualifications, which are in 
addition to any other qualifications contained 
herein:

  A.	  We have assumed without verification the 
genuineness of all signatures on all documents, 
the authority of the parties executing such 
documents, the authenticity of all documents 
submitted to us as originals, and the conformity 
to original documents of all documents submitted 
to us as copies.

  B.	  The opinions set forth herein are based on 
existing laws, ordinances, rules, regulations, 
court and administrative decisions as they 
presently have been interpreted and we can give 
no assurances that our opinions would not be 
different after any change in any of the 
foregoing occurring after the date hereof.

  C.	  We have assumed without verification that,
with respect to the minutes of any meetings of 
the Board of Directors or any committees thereof 
of S&T or of the stockholders of S&T that we 
have examined, due notice of the meetings was 
given or duly waived, the minutes accurately and 
completely reflect all actions taken at the 
meetings and a quorum was present and acting 
throughout the meetings.

  D.	  We have assumed without verification the 
accuracy and completeness of all corporate 
records made available to us by S&T.

  E.	  We express no opinion as to the effect or 
application of any laws or regulations other 
than the Pennsylvania Business Corporation Law 
as in effect on this date.  As to matters 
governed by the law specified in the foregoing 
sentence, we have relied exclusively on the 
latest standard compilation of such statute as 
reproduced in commonly accepted unofficial 
publications available to us.

	      Based upon such examination and
investigation and upon the assumption that there will 
be no material changes in the documents we examined 
and the matters investigated, we are of the opinion 
that the shares of S&T Common Stock included in the 
Registration Statement have been duly authorized by 
S&T and that, when issued in accordance with the terms 
of the Plan, such shares of S&T Common Stock will be 
validly issued, fully paid and nonassessable under the 
Pennsylvania Business Corporation Law of 1988 as in 
effect on this date.

	      This letter does not address any matters 
other than those expressly addressed herein.  This 
letter is given for your sole benefit and use.  No one 
else is entitled to rely hereupon.  This letter speaks 
only as of the date hereof.  We undertake no 
responsibility to update or supplement it after such 
date. In giving this consent, we do not hereby admit 
that we are an "expert" within the meaning of the 1933 
Act.

	      We consent to the filing of this opinion as 
an exhibit to the Registration Statement.

                                Sincerely,

		                              /s/ ARNOLD & PORTER

                                       EXHIBIT 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the references to our firm under the caption
"Interests of named Experts and Counsel" in the Registration
Statement on Form S-8 pertaining to the Thrift Plan for
Employees of S&T Bank and to the incorporation by reference
therein of our report dated January 16, 1998, with respect
to the consolidated financial statements of S&T Bancorp, Inc.
included in its Annual Report (Form 10-K) for the year ended
December 31, 1997, filed with the Securities and Exchange
Commission.

                                    /s/ ERNST & YOUNG, LLP

Pittsburgh, Pennsylvania
December 17, 1998

                                       EXHIBIT 23.3

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration
Statement of S&T Bancorp, Inc. on Form S-8 pertaining to the Thrift
Plan for Employees of S&T Bank, of our report dated February 10, 1997 
(as it relates to the financial statements of Peoples Bank of Unity 
for the years ended December 31, 1996 and 1995) appearing in the 
Annual Report on Form 10-K of S&T Bancorp, Inc. for the year ended 
December 31, 1997.

We also consent to the reference to our firm under Item 5 - "Interest
of Named Experts and Counsel" in such Registration Statement.

/s/ S.R. Snodgrass, A.C.

Wexford, PA
December 17, 1998

                                       EXHIBIT 24

                 POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose 
signature appears below hereby constitutes and 
appoints James C. Miller, James G. Barone and Robert 
E. Rout and each of them (with full power of each of 
them to act alone), his true and lawful 
attorney-in-fact and agent with full power of 
substitution and resubstitution, for him and on his 
behalf and in his name, place and stead, in any and 
all capacities, to sign, execute and file with the 
Securities and Exchange Commission (or any other 
governmental or regulatory authority) a Registration 
Statement on Form S-8, and any and all amendments 
(including post-effective amendments) thereto, with 
all exhibits and any and all documents required to be 
filed with respect thereto, relating to the 
registration under the Securities Act of 1933, as 
amended, of shares of the Corporation's common stock 
authorized to be issued or sold pursuant to the 
Corporation's Thrift Plan, and of plan interests in 
such plan, granting unto said attorneys, and each of 
them, full power and authority to do and to perform 
each and every act and thing requisite and necessary 
to be done in order to effectuate the same as fully to 
all intents and purposes as he himself might or could 
do if personally present, hereby ratifying and 
confirming all that said attorneys-in-fact and agents, 
or any of them, may lawfully do or cause to be done by 
virtue hereof.

       	IN WITNESS WHEREOF, each of the undersigned 
has, with full power of substitution and 
resubstitution, hereunto set his hand as of the date 
specified.

Signature                  Title                      Date

Principal Officers:	

/s/ James C. Miller	
James C. Miller            President and Chief        March 16, 1998
                           Executive Officer 
                           (Principal Executive 
                           Officer)

/s/ James G. Barone
James G. Barone            Executive Vice President   March 16, 1998
                           and Treasurer/Secretary

/s/  Robert E. Rout	
Robert E. Rout	            Senior Vice President      March 16, 1998
                           and Chief Financial 
                           Officer (Principal
                           Accounting Officer)

Directors:

	
/s/ Thomas A. Brice	
Thomas A. Brice	                   Director            March 16, 1998

/s/ Forrest L. Brubaker	
Forrest L. Brubaker	               Director            March 16, 1998

/s/ James L. Carino	
James L. Carino                    Director            March 16, 1998

/s/ John J. Delaney	
John J. Delaney	                   Director            March 16, 1998

/s/ Robert D. Duggan	
Robert D. Duggan	                  Chairman and        March 16, 1998
                                   Director

/s/ Thomas W. Garges, Jr.
Thomas W. Garges, Jr.	             Director            March 16, 1998

/s/ William J. Gatti	
William J. Gatti                   Director            March 16, 1998

/s/ Ruth M. Grant	
Ruth M. Grant	                     Director            March 16, 1998

/s/ Jeffrey D. Grube	
Jeffrey D. Grube                   Director            March 16, 1998

/s/ Herbert L. Hanna	
Herbert L. Hanna	                  Director            March 16, 1998

/s/ Frank W. Jones	
Frank W. Jones                     Director            March 16, 1998

/s/ Joseph A. Kirk	
Joseph A. Kirk                     Director            March 16, 1998

/s/ Samuel Levy		
Samuel Levy                        Director            March 16, 1998

/s/ James C. Miller	
James C. Miller	                   Director            March 16, 1998

/s/ Alan Papernick	
Alan Papernick	                    Director            March 16, 1998

/s/ W. Parker Ruddock	
W. Parker Ruddock                  Director            March 16, 1998

/s/ Myles D. Sampson	
Myles D. Sampson                   Director            March 16, 1998

/s/ Charles A. Spadafora
Charles A. Spadafora               Director            March 16, 1998

/s/ Christine J. Toretti	
Christine J. Toretti               Director            March 16, 1998