As filed with the Securities and Exchange Commission on June 1,
1994.
                                        Registration No. 33-____

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549        

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                     
                              USBANCORP, Inc.                        
       (Exact name of registrant as specified in its charter)
    Pennsylvania                           25-1424278           
(State of Incorporation)     (I.R.S. Employer Identification No.)
                                     
           Main & Franklin Streets, Johnstown, PA      15901       
            (Address of Principal Executive Offices) (Zip Code)
                                     
                   USBANCORP, Inc. 1991 Stock Option Plan     
                         (Full title of the Plan)
                                     
Terry K. Dunkle                   Jeffrey P. Waldron, Esquire
President and Chief               Stevens & Lee
  Executive Officer               Four Glenhardie Corporate Center
USBANCORP, Inc.                   1255 Drummers Lane, P.O. Box 236
Main & Franklin Streets           Wayne, Pennsylvania 19087
(814) 533-5300                    (610) 964-1480                      
           
      (Names, addresses and telephone numbers of agents for service)
<TABLE>
<CAPTION>                                                
                                  CALCULATION OF REGISTRATION FEE              
             
                                       Proposed      Proposed
                                        Maximum       Maximum
    Title of                           Offering      Aggregate       Amount of
   Securities          Amount to be      Price       Offering      Registration
to be Registered        Registered1    Per Unit2       Price            Fee    
<S>                    <C>             <C>           <C>           <C> 
Common Stock           128,000 shares  $24.125       $3,088,000      $1,064.83 
  $2.50 par value
_______________________________________________________________________________
<FN>
1     Based upon the maximum number of shares of the Registrant's
      common stock issuable under the USBANCORP, Inc. 1991 Stock
      Option Plan.
2     Estimated solely for purposes of calculating the
      registration fee.  Calculated in accordance with Rule 457(c)
      and (h)(1), on the basis of the average of the closing high
      and low prices of the Registrant's common stock as reported
      on the NASDAQ National Market System as of May 26, 1994.
</TABLE>
<PAGE>
                                  PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents are incorporated by reference
in this Registration Statement:  

      (a)  The Annual Report on Form 10-K of USBANCORP for the
           year ended December 31, 1993, filed pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act
           of 1934, as amended (the "Exchange Act").

      (b)  All other reports filed by USBANCORP pursuant to
           Section 13(a) or 15(d) of the Exchange Act since
           December 31, 1993.

      (c)  The description of USBANCORP's common stock contained
           in its registration statement on Form 8A filed with the
           Securities and Exchange Commission on November 13,
           1985.

      All documents subsequently filed by USBANCORP 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
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

           Sections 1741, 1742 and 1743 of the Pennsylvania
Business Corporation Law of 1988, as amended, set forth
circumstances under which directors and officers may be
indemnified against liability.  USBANCORP's Bylaws specifically
provide that the directors, officers, agents and employees of
USBANCORP may be indemnified against liability to the fullest
extent permitted by law.

           USBANCORP has purchased a liability insurance policy
which insures USBANCORP, under certain circumstances, in the
event it indemnifies a director or officer of USBANCORP or a
subsidiary pursuant to the provisions of the Bylaws of USBANCORP
or otherwise or advances costs (including the cost of defending
any action) incurred by directors or officers in their capacity
as such.


Item 7.    Exemption from Registration Claimed.

           Not applicable.


Item 8.    Exhibits.

           4.1   Articles of Incorporation of USBANCORP, Inc.
                 (incorporated herein by reference to Exhibit 4.1
                 to Form S-2, 33-56684).

           4.2   Bylaws of USBANCORP, Inc. (incorporated herein by
                 reference to Exhibit 4.2 to Form S-2, 33-56684).

           4.3   Shareholder Protection Rights Agreement, dated as
                 of November 10, 1989, between USBANCORP, Inc. and
                 United States National Bank in Johnstown, as
                 Rights Agent (incorporated by reference to
                 Exhibit 4.2 to Form S-2, 33-56684).

           5.    Opinion of Stevens & Lee re:  legality of common
                 stock being registered.
 
           23.1  Consent of Arthur Andersen & Co. 

           23.2  Consent of Price Waterhouse.

           23.3  Consent of Stevens & Lee is contained in its
                 opinion at Exhibit 5 of this Registration
                 Statement.

           24.   Power of Attorney of Directors and Officers
                 (included on signature page).

           99.   USBANCORP, Inc. 1991 Stock Option Plan.


Item 9.    Undertakings.

           (a)   USBANCORP 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; unless the
      information required to be included in such post-effective
      amendment is contained in a periodic report filed by
      USBANCORP pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 that is incorporated herein by
      reference;

                       (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, unless the information
      required to be included in such post-effective amendment is
      contained in  a periodic report filed by USBANCORP pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of
      1934 that is incorporated herein by reference; and

                       (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.

                 (2)   That, for the purpose of determining any
liability under the Securities Act of 1933, 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 bona fide 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.

           (b)   USBANCORP hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of USBANCORP's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement 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
bona fide offering thereof.

           (c)   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of USBANCORP pursuant to the
provisions described in Item 6 above, or otherwise, USBANCORP has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by USBANCORP of expenses incurred or paid
by a director, officer or controlling person of USBANCORP 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, USBANCORP 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 Act and will be
governed by the final adjudication of such issue.
<PAGE>
                                SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
USBANCORP 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 Johnstown, Commonwealth of Pennsylvania, on this 27th day of
May, 1994.

                                  USBANCORP, Inc.

                                  By:/s/ Terry K. Dunkle              
                                        Terry K. Dunkle, President and
                                        Chief Executive Officer

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Terry K. Dunkle,
and Orlando B. Hanselman, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents
and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.

Signature                    Title                       Date

/s/Terry K. Dunkle           Chairman of the Board       May 27, 1994
Terry K. Dunkle              President, Chief Executive
                             Officer (Principal 
                             Executive Officer)

/s/ Orlando B. Hanselman     Executive Vice              May 27, 1994
Orlando B. Hanselman         President, Chief 
                             Financial Officer &
                             Manager of Corporate Services
                             (Principal Financial and 
                             Accounting Officer)

/s/ Jerome M. Adams          Director                    May 27, 1994
Jerome M. Adams

/s/ Robert A. Allen          Director                    May 27, 1994
Robert A. Allen                   

/s/ Clifford A. Barton       Director                    May 27, 1994
Clifford A. Barton

/s/ Michael F. Butler        Director                    May 27, 1994
Michael F. Butler

/s/ Louis Cynkar             Director                    May 27, 1994
Louis Cynkar

/s/ Dennis J. Fantaski       Director                    May 27, 1994
Dennis J. Fantaski

/s/ Richard W. Kappel        Director                    May 27, 1994
Richard W. Kappel

/s/ John H. Kunkle, Jr.      Director                    May 27, 1994
John H. Kunkle, Jr.
      
/s/ James F. O'Malley        Director                    May 27, 1994
James F. O'Malley

/s/ Frank J. Pasquerilla     Director                    May 27, 1994
Frank J. Pasquerilla

/s/ Jack Sevy                Director                    May 27, 1994
Jack Sevy

/s/ Thomas C. Slater         Director                    May 27, 1994
Thomas C. Slater

/s/ James C. Spangler        Director                    May 27, 1994
James C. Spangler

/s/ W. Harrison Vail         Director                    May 27, 1994
W. Harrison Vail

/s/ Robert L. Wise           Director                    May 27, 1994
Robert L. Wise<PAGE>
                               EXHIBIT INDEX
                                                   Page Number
                                                   in Manually
Exhibits                                           Signed Original


 5.        Opinion of Stevens & Lee 
           re:  legality of common stock
           being registered.
 
23.1       Consent of Arthur Andersen & Co. 

23.2       Consent of Price Waterhouse.

23.3       Consent of Stevens & Lee is
           contained in its opinion at
           Exhibit 5 of this Registration
           Statement.

24.1       Power of Attorney of Directors
           and Officers (included on
           signature page).

99.        USBANCORP, Inc. 1991 Stock 
           Option Plan.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14767}]
As filed with the Securities and Exchange Commission on June 1,
1994.
                                        Registration No. 33-____

                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549        

                                 FORM S-8
                          REGISTRATION STATEMENT
                                   UNDER
                        THE SECURITIES ACT OF 1933
                                     
                              USBANCORP, Inc.                        
       (Exact name of registrant as specified in its charter)
    Pennsylvania                           25-1424278           
(State of Incorporation)     (I.R.S. Employer Identification No.)
                                     
           Main & Franklin Streets, Johnstown, PA      15901       
            (Address of Principal Executive Offices) (Zip Code)
                                     
                   USBANCORP, Inc. 1991 Stock Option Plan     
                         (Full title of the Plan)
                                     
Terry K. Dunkle                   Jeffrey P. Waldron, Esquire
President and Chief               Stevens & Lee
  Executive Officer               Four Glenhardie Corporate Center
USBANCORP, Inc.                   1255 Drummers Lane, P.O. Box 236
Main & Franklin Streets           Wayne, Pennsylvania 19087
(814) 533-5300                    (610) 964-1480                      
           
      (Names, addresses and telephone numbers of agents for service)
CALCULATION OF REGISTRATION FEE              
             
                                       Proposed      Proposed
                                        Maximum       Maximum
    Title of                           Offering      Aggregate       Amount of
   Securities          Amount to be      Price       Offering      Registration
to be Registered        Registered1    Per Unit2       Price            Fee
Common Stock           128,000 shares  $24.125       $3,088,000      $1,064.83 
  $2.50 par value
_______________________________________________________________________________
1     Based upon the maximum number of shares of the Registrant's
      common stock issuable under the USBANCORP, Inc. 1991 Stock
      Option Plan.
2     Estimated solely for purposes of calculating the
      registration fee.  Calculated in accordance with Rule 457(c)
      and (h)(1), on the basis of the average of the closing high
      and low prices of the Registrant's common stock as reported
      on the NASDAQ National Market System as of May 26, 1994.
PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.    Incorporation of Documents by Reference.

           The following documents are incorporated by reference
in this Registration Statement:  

      (a)  The Annual Report on Form 10-K of USBANCORP for the
           year ended December 31, 1993, filed pursuant to
           Section 13(a) or 15(d) of the Securities Exchange Act
           of 1934, as amended (the "Exchange Act").

      (b)  All other reports filed by USBANCORP pursuant to
           Section 13(a) or 15(d) of the Exchange Act since
           December 31, 1993.

      (c)  The description of USBANCORP's common stock contained
           in its registration statement on Form 8A filed with the
           Securities and Exchange Commission on November 13,
           1985.

      All documents subsequently filed by USBANCORP 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
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents.

Item 4.    Description of Securities.

           Not applicable.

Item 5.    Interests of Named Experts and Counsel.

           Not applicable.

Item 6.    Indemnification of Directors and Officers.

           Sections 1741, 1742 and 1743 of the Pennsylvania
Business Corporation Law of 1988, as amended, set forth
circumstances under which directors and officers may be
indemnified against liability.  USBANCORP's Bylaws specifically
provide that the directors, officers, agents and employees of
USBANCORP may be indemnified against liability to the fullest
extent permitted by law.

           USBANCORP has purchased a liability insurance policy
which insures USBANCORP, under certain circumstances, in the
event it indemnifies a director or officer of USBANCORP or a
subsidiary pursuant to the provisions of the Bylaws of USBANCORP
or otherwise or advances costs (including the cost of defending
any action) incurred by directors or officers in their capacity
as such.

Item 7.    Exemption from Registration Claimed.

           Not applicable.

Item 8.    Exhibits.

           4.1   Articles of Incorporation of USBANCORP, Inc.
                 (incorporated herein by reference to Exhibit 4.1
                 to Form S-2, 33-56684).

           4.2   Bylaws of USBANCORP, Inc. (incorporated herein by
                 reference to Exhibit 4.2 to Form S-2, 33-56684).

           4.3   Shareholder Protection Rights Agreement, dated as
                 of November 10, 1989, between USBANCORP, Inc. and
                 United States National Bank in Johnstown, as
                 Rights Agent (incorporated by reference to
                 Exhibit 4.2 to Form S-2, 33-56684).

           5.    Opinion of Stevens & Lee re:  legality of common
                 stock being registered.
 
           23.1  Consent of Arthur Andersen & Co. 

           23.2  Consent of Price Waterhouse.

           23.3  Consent of Stevens & Lee is contained in its
                 opinion at Exhibit 5 of this Registration
                 Statement.

           24.   Power of Attorney of Directors and Officers
                 (included on signature page).

           99.   USBANCORP, Inc. 1991 Stock Option Plan.

Item 9.    Undertakings.

           (a)   USBANCORP 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; unless the
      information required to be included in such post-effective
      amendment is contained in a periodic report filed by
      USBANCORP pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 that is incorporated herein by
      reference;

                       (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, unless the information
      required to be included in such post-effective amendment is
      contained in  a periodic report filed by USBANCORP pursuant
      to Section 13 or 15(d) of the Securities Exchange Act of
      1934 that is incorporated herein by reference; and

                       (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.

                 (2)   That, for the purpose of determining any
liability under the Securities Act of 1933, 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 bona fide 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.

           (b)   USBANCORP hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each
filing of USBANCORP's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement 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
bona fide offering thereof.

           (c)   Insofar as indemnification for liabilities arising
under the Securities Act of 1933 may be permitted to directors,
officers and controlling persons of USBANCORP pursuant to the
provisions described in Item 6 above, or otherwise, USBANCORP has
been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable.  In the
event that a claim for indemnification against such liabilities
(other than the payment by USBANCORP of expenses incurred or paid
by a director, officer or controlling person of USBANCORP 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, USBANCORP 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 Act and will be
governed by the final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
USBANCORP 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 Johnstown, Commonwealth of Pennsylvania, on this 27th day of
May, 1994.

                                  USBANCORP, Inc.

                                  By:/s/ Terry K. Dunkle              
                                        Terry K. Dunkle, President and
                                        Chief Executive Officer

                             POWER OF ATTORNEY

      KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Terry K. Dunkle,
and Orlando B. Hanselman, and each of them, his true and lawful
attorney-in-fact, as agent with full power of substitution and
resubstitution for him and in his name, place and stead, in any
and all capacity, to sign any or all amendments to this
Registration Statement and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorney-in-fact and agents full power and authority to do and
perform each and every act and thing requisite and necessary to
be done in and about the premises, as fully and to all intents
and purposes as they might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and
agents, or their substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.

           Pursuant to the requirements of the Securities Act of
1933, this registration statement has been signed by the
following persons in the capacities and on the dates indicated.

Signature                    Title                       Date

/s/Terry K. Dunkle           Chairman of the Board       May 27, 1994
Terry K. Dunkle              President, Chief Executive
                             Officer (Principal 
                             Executive Officer)

/s/ Orlando B. Hanselman     Executive Vice              May 27, 1994
Orlando B. Hanselman         President, Chief 
                             Financial Officer &
                             Manager of Corporate Services
                             (Principal Financial and 
                             Accounting Officer)

/s/ Jerome M. Adams          Director                    May 27, 1994
Jerome M. Adams

/s/ Robert A. Allen          Director                    May 27, 1994
Robert A. Allen                   

/s/ Clifford A. Barton       Director                    May 27, 1994
Clifford A. Barton

/s/ Michael F. Butler        Director                    May 27, 1994
Michael F. Butler

/s/ Louis Cynkar             Director                    May 27, 1994
Louis Cynkar

/s/ Dennis J. Fantaski       Director                    May 27, 1994
Dennis J. Fantaski

/s/ Richard W. Kappel        Director                    May 27, 1994
Richard W. Kappel

/s/ John H. Kunkle, Jr.      Director                    May 27, 1994
John H. Kunkle, Jr.
      
/s/ James F. O'Malley        Director                    May 27, 1994
James F. O'Malley

/s/ Frank J. Pasquerilla     Director                    May 27, 1994
Frank J. Pasquerilla

/s/ Jack Sevy                Director                    May 27, 1994
Jack Sevy

/s/ Thomas C. Slater         Director                    May 27, 1994
Thomas C. Slater

/s/ James C. Spangler        Director                    May 27, 1994
James C. Spangler

/s/ W. Harrison Vail         Director                    May 27, 1994
W. Harrison Vail

/s/ Robert L. Wise           Director                    May 27, 1994
Robert L. Wise
EXHIBIT INDEX
                                                   Page Number
                                                   in Manually
Exhibits                                           Signed Original

 5.        Opinion of Stevens & Lee 
           re:  legality of common stock
           being registered.
 
23.1       Consent of Arthur Andersen & Co. 

23.2       Consent of Price Waterhouse.

23.3       Consent of Stevens & Lee is
           contained in its opinion at
           Exhibit 5 of this Registration
           Statement.

24.1       Power of Attorney of Directors
           and Officers (included on
           signature page).

99.        USBANCORP, Inc. 1991 Stock 
           Option Plan.