Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         PROMISTAR FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
<S>                                                                             <C>

            PENNSYLVANIA                                                                     25-1441348
(State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer Identification No.)

</TABLE>


                                551 MAIN STREET
                       JOHNSTOWN, PENNSYLVANIA 15907-1146
                    (Address of principal executive offices)


           PROMISTAR FINANCIAL CORPORATION 1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                JOHN H. ANDERSON
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                         PROMISTAR FINANCIAL CORPORATION
                                 551 MAIN STREET
                       JOHNSTOWN, PENNSYLVANIA 15907-1146
                     (Name and address of agent for service)

                                 (814) 532-3801
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
<S>                             <C>                 <C>                     <C>                    <C>

=============================== =================== ======================= ====================== ===========================
           TITLE OF                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM             AMOUNT OF
          SECURITIES               AMOUNT TO BE         OFFERING PRICE            AGGREGATE               REGISTRATION
       TO BE REGISTERED           REGISTERED(1)           PER SHARE            OFFERING PRICE                 FEE

------------------------------- ------------------- ----------------------- ---------------------- ---------------------------

Common Stock, par value                360,000            $27.750(3)               $9,990,000                $7,005
$5.00 per share(2)                      98,500            $26.375(3)               $2,597,938
                                        35,000            $24.125(3)                 $844,375
                                       111,500            $20.000(3)               $2,230,000
                                       134,000            $17.391(3)               $2,330,394
                                       461,000            $18.531(4)               $8,542,791

------------------------------- ------------------- ----------------------- ---------------------- ---------------------------

</TABLE>

         (1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended (the "Securities Act").

         (2) Includes  preferred stock purchase rights.  Prior to the occurrence
of certain  events,  the preferred  stock purchase  rights will not be evidenced
separately from the common stock.

<PAGE>

         (3) Based upon the  exercise  price of the  options in respect of which
the shares may be issued,  in accordance  with Rule 457(h) under the  Securities
Act.

         (4) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h) under the  Securities  Act. The fee is calculated on
the basis of the average of the high and low prices for the Registrant's  Common
Stock reported on the NASDAQ National Market on March 23, 2001.

--------------------------------------------------------------------------------

<PAGE>
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
         Exchange  Commission (the "Commission")  pursuant to the Securities Act
         of 1933, as amended (the "Securities Act"), or the Securities Exchange
         Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
         reference  into  this  Registration  Statement:  (i) the  Registrant's
         annual  report  on Form 10-K filed on March 30,  2001,  which  contains
         audited  financial  statements  for the fiscal year ended  December 31,
         2000  (File   No.   000-12377);   and  (ii)  the   description  of  the
         Registrant's   Common Stock contained in the Registrant's  Registration
         Statement  on  Form  S-4/A  filed with the  Commission  on June 2, 1999
         (File No. 333-76295).

         All documents  subsequently filed by the Registrant with the Commission
      pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act after
      the date of this  Registration  Statement,  but  prior to the  filing of a
      post-effective  amendment to this  Registration  Statement which indicates
      that all securities offered by this Registration  Statement have been sold
      or which deregisters all such securities then remaining  unsold,  shall be
      deemed to be incorporated by reference into this  Registration  Statement.
      Each document  incorporated by reference into this Registration  Statement
      shall be deemed to be a part of this Registration  Statement from the date
      of filing  of such  document  with the  Commission  until the  information
      contained  therein is  superseded  or updated  by any  subsequently  filed
      document  which  is  incorporated  by  reference  into  this  Registration
      Statement  or by any document  which  constitutes  part of the  prospectus
      relating to the Promistar Financial Corporation 1998 Equity Incentive Plan
      meeting the requirements of Section 10(a) of the Securities Act.

      ITEM 4.     DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
      is registered under Section 12 of the Exchange Act.

      ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.


      ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation  Law
      (the "BCL")  provide that a business  corporation  shall have the power to
      indemnify any person who was or is a party,  or is threatened to be made a
      party,  to any  proceeding,  whether civil,  criminal,  administrative  or
      investigative,  by  reason  of  the  fact  that  such  person  is or was a
      director,  officer,  employee  or agent of the  corporation,  or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another  corporation  or other  enterprise,  against  expenses
      (including  attorneys'  fees),  judgments,   fines  and  amounts  paid  in
      settlement  actually and reasonably  believed to be in, or not opposed to,
      the best interests of the  corporation,  and, with respect to any criminal
      proceeding,  had no reasonable  cause to believe his conduct was unlawful.
      In the  case of an  action  by or in the  right of the  corporation,  such
      indemnification  is  limited  to  expenses  (including   attorneys'  fees)
      actually and  reasonably  incurred by such person in  connection  with the
      defense or settlement of such action, except that no indemnification shall
      be made in respect of any claim,  issue or matter as to which such  person
      has been adjudged to be liable to the corporation  unless, and only to the
      extent  that,  a court  determines  upon


                                     II - 1
<PAGE>


      application that, despite the adjudication of liability but in view of all
      the circumstances,  such  person  is fairly  and  reasonably  entitled  to
      indemnity for the expenses that the court deems proper.

         BCL  Section  1744  provides  that,  unless  ordered  by a  court,  any
      indemnification referred to above shall be made by the corporation only as
      authorized in the specific case upon a determination that  indemnification
      is  proper  in the  circumstances  because  the  indemnitee  has  met  the
      applicable standard of conduct. Such determination shall be made:

              (1)     by the Board by a majority vote of a quorum consisting  of
                      directors who were not parties to the proceeding; or

              (2)     if such a quorum is not obtainable, or if obtainable and a
                      majority  vote  of  a quorum of disinterested directors so
                      directs,   by  independent  legal  counsel  in  a  written
                      opinion; or

              (3)     by the shareholders.

         Notwithstanding the above, BCL Section 1743 provides that to the extent
      that a director,  officer,  employee or agent of a business corporation is
      successful  on the  merits  or  otherwise  in  defense  of any  proceeding
      referred to above,  or in defense of any claim,  issue or matter  therein,
      such person shall be indemnified  against expenses  (including  attorneys'
      fees)  actually  and  reasonably  incurred  by such  person in  connection
      therewith.

         BCL Section 1745  provides that expenses  (including  attorney's  fees)
      incurred  by  an  officer,  director,  employee  or  agent  of a  business
      corporation in defending any proceeding may be paid by the  corporation in
      advance of the final  disposition  of the  proceeding  upon  receipt of an
      undertaking  to repay the amount  advanced if it is ultimately  determined
      that the indemnitee is not entitled to be indemnified by the corporation.

         BCL Section 1746 provides that the  indemnification  and advancement of
      expenses provided by, or granted pursuant to, the foregoing provisions are
      not   exclusive   of  any  other   rights   to  which  a  person   seeking
      indemnification  may be  entitled  under  any  bylaw,  agreement,  vote of
      shareholders or directors or otherwise,  and that  indemnification  may be
      granted under any bylaw, agreement,  vote of shareholders or disinterested
      directors  or  otherwise  for any action  taken or any failure to take any
      action  whether or not the  corporation  would have the power to indemnify
      the  person  under  any  other  provision  of law and  whether  or not the
      indemnified  liability  arises or arose from any action by or in the right
      of  the  corporation,   provided,  however,  that  no  indemnification  is
      determined  by  a  court  to  have  constituted   willful   misconduct  or
      recklessness.

         BCL  Section  1747  permits  a  Pennsylvania  business  corporation  to
      purchase  and  maintain  insurance on behalf of any person who is or was a
      director,  officer,  employee  or agent of the  corporation,  or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another corporation or other enterprise, against any liability
      asserted against such person and incurred by him in any such capacity,  or
      arising out of his status as such,  whether or not the  corporation  would
      have the power to indemnify the person  against such  liability  under the
      provisions described above.

         The Registrant's  Articles of Incorporation and By-Laws provide for (i)
      indemnification  of  directors,  officers,  employees  and  agents  of the
      Registrant and its  subsidiaries  and (ii) the elimination of a director's
      liability for monetary  damages,  to the maximum  extent  permitted by the
      BCL. The  Registrant  also maintains  directors'  and officers'  liability
      insurance covering its directors and officers with respect to liabilities,
      including liabilities under the Securities Act of 1933, as amended,  which
      they may incur in connection with their serving as such.

      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.



                                     II - 2
<PAGE>


      ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
      as part of this Registration Statement:


      EXHIBIT NO.                           DESCRIPTION
      -----------                           -----------

         4.1               Amended  &  Restated  Articles  of  Incorporation  of
                           the  Registrant  (incorporated  by  reference to  the
                           Registrant's  Registration   Statement  on  Form  S-4
                           filed on October 15, 1993 (File No. 33-69112)).

         4.2               Amendment to Articles of Incorporation  of Registrant
                           dated June 4, 1997  (incorporated by reference to the
                           Registrant's   Registration   Statement  on  Form S-4
                           filed on September 3, 1998 (File No. 333-61683)).

         4.3               Amendment to Articles of Incorporation  of Registrant
                           dated October 27, 2000 (incorporated  by reference to
                           the  Registrant's Annual Report on Form 10-K filed on
                           March 30, 2001 (File No. 000-12377)).

         4.4               Bylaws of the Registrant, as amended (incorporated by
                           reference to Registrant's  Registration  Statement on
                           Form   S-4  filed  on   October 15, 1993  (File   No.
                           33-69112)).

                           Form  S-4  filed   on   October  15,  1993  (File No.
                           33-69112)).

         5.1               Opinion of  Kirkpatrick  & Lockhart LLP regarding the
                           legality  of the shares  being registered   hereunder
                           (filed herewith).

         23.1              Consent   of    PricewaterhouseCoopers  LLP    (filed
                           herewith).

         23.2              Consent of  Kirkpatrick & Lockhart LLP  (included  in
                           the  Opinion  filed as Exhibit 5.1).

         24.1              Power of Attorney (set forth on the signature page of
                           this Registration Statement).






                                     II - 3
<PAGE>

         ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers of 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;

                              (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;

                             (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  (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the  information  required  to be included in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  Registrant
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in this 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 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) The undersigned  Registrant  hereby  undertakes  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 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.

                                      * * *

                  (h) 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
<PAGE>



                                   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  Johnstown,  Commonwealth  of
      Pennsylvania, on this 28th day of March, 2001.


                                         PROMISTAR FINANCIAL CORPORATION


                                         By:/s/ John H. Anderson
                                            ------------------------------------
                                            John H. Anderson
                                            Chairman and Chief Executive Officer


                                POWER OF ATTORNEY

         We, the  undersigned  directors  and  officers of  Promistar  Financial
      Corporation,  do hereby  constitute and appoint John H. Anderson and Brian
      H. Lehman, or either of them, our true and lawful attorneys and agents, to
      do any and all  acts and  things  in our  name  and on our  behalf  in our
      capacities   as  directors  and  officers  and  to  execute  any  and  all
      instruments  for us and in our names in the  capacities  indicated  below,
      which said  attorneys and agents,  or any of them,  may deem  necessary or
      advisable to enable said  corporation to comply with the Securities Act of
      1933,  as amended,  and any rules,  regulations  and  requirements  of the
      Securities and Exchange Commission, in connection with the registration of
      securities to be issued under the  Promistar  Financial  Corporation  1998
      Equity Incentive Plan,  including  specifically,  but without  limitation,
      power  and  authority  to  sign  for us or any of us in our  names  in the
      capacities  indicated  below,  any and  all  registration  statements  and
      amendments (including post-effective amendments) thereto, and we do hereby
      ratify and confirm all that said attorneys and agents,  or either of them,
      shall do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
      Statement  and the  forgoing  Power of  Attorney  have been  signed by the
      following persons in the capacities and on the date(s) indicated:

<TABLE>
<CAPTION>
      <S>                                           <C>                                           <C>

                 SIGNATURE                                   CAPACITY                                 DATE
                 ---------                                   --------                                 ----
      /s/ John H. Anderson
      -----------------------------------------     Chairman and Chief Executive Officer          March 28, 2001
      John H. Anderson                              (Principal Executive Officer)


      /s/ Brian H. Lehman
      -----------------------------------------     Senior Vice President and Chief Financial     March 28, 2001
      Brian H. Lehman                               Officer (Principal Financial and Accounting
                                                    Officer)


      -----------------------------------------     Director                                      ________, 2001
      G. Scott Baton II


      /s/ James E. Croner
      -----------------------------------------     Director                                      March 28, 2001
      James E. Croner



      -----------------------------------------     Director                                      ________, 2001
      Louis G. Galliker




                                     II - 5
<PAGE>

                 SIGNATURE                                   CAPACITY                                 DATE
                 ---------                                   --------                                 ----

      /s/ William B. Kania
      -----------------------------------------     Director                                      March 28, 2001
      William B. Kania


      /s/ Edward L. Mears
      -----------------------------------------     Director                                      March 28, 2001
      Edward L. Mears


      /s/ Roger S. Nave
      -----------------------------------------     Director                                      March 28, 2001
      Roger S. Nave


      /s/ Donato B. Zucco
      -----------------------------------------      Director                                     March 28, 2001
      Donato B. Zucco


      /s/ Harry F. Radcliffe
      -----------------------------------------      Director                                     March 28, 2001
      Harry F. Radcliffe


      /s/ Robert G. Salathe, Jr.
      -----------------------------------------      Director                                     March 28, 2001
      Robert G. Salathe, Jr.



      -----------------------------------------      Director                                     ________, 2001
      William R. Snoddy


      /s/ Gerald W. Swatsworth
      -----------------------------------------      Director                                     March 28, 2001
      Gerald W. Swatsworth


      /s/ W. A. Thomas
      -----------------------------------------      Director                                     March 28, 2001
      W. A. Thomas


      /s/ Rowland H. Tibbott, Jr.
      -----------------------------------------      Director                                     March 28, 2001
      Rowland H. Tibbott, Jr.


      /s/ James A. Ulmer
      -----------------------------------------      Director                                     March 28, 2001
      James A. Ulmer


      /s/ Earl K. Wahl, Jr.
      -----------------------------------------      Director                                     March 28, 2001
      Earl K. Wahl, Jr.


      /s/ Thomas A. Young
      ----------------------------------------       Director                                     March 28, 2001
      Thomas A. Young

</TABLE>



                                     II - 6
<PAGE>




                                  EXHIBIT INDEX

        EXHIBIT NO.                              DESCRIPTION
        -----------                              -----------

            4.1         Amended & Restated Articles  of   Incorporation   of the
                        Registrant   (incorporated   by   reference   to     the
                        Registrant's Registration Statement on Form S-4 filed on
                        October 15, 1993 (File No. 33-69112)).

            4.2         Amendment  to  Articles  of  Incorporation of Registrant
                        dated June 4, 1997  (incorporated  by  reference  to the
                        Registrant's Registration Statement on Form S-4 filed on
                        September 3, 1998 (No. 333-61683)).

            4.3         Amendment to Articles  of  Incorporation  of  Registrant
                        dated October 27, 2000  (incorporated  by   reference to
                        the Registrant's Annual Report  on Form 10-K  filed   on
                        March 30, 2001 (File No. 000-12377)).


            4.4         Bylaws of the  Registrant, as  amended  (incorporated by
                        reference to Registrant's  Registration   Statement   on
                        Form    S-4   filed  on   October 15, 1993   (File   No.
                        33-69112)).

            5.1         Opinion of  Kirkpatrick  & Lockhart  LLP  regarding  the
                        legality of the shares being registered hereunder (filed
                        herewith).

            23.1        Consent of Pricewaterhouse Coopers (filed herewith).

            23.2        Consent of Kirkpatrick & Lockhart  LLP (included  in the
                        Opinion filed as Exhibit 5.1).

            24.1        Power  of  Attorney  (set forth on the signature page of
                        this Registration Statement).






                                     II - 7
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 27896}]
{"company-data": {"conformed-name": "PROMISTAR FINANCIAL CORP", "cik": "0000716459", "assigned-sic": "6022", "irs-number": "251441348", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57956", "film-number": "1586266"}, "business-address": {"street1": "551 MAIN ST", "street2": "BT FINANCIAL PLZ", "city": "JOHNSTOWN", "state": "PA", "zip": "15901", "phone": "8145323801"}, "mail-address": {"street1": "PO BOX 1146", "street2": "551 MAIN STREET", "city": "JOHNSTOWN", "state": "PA", "zip": "15907"}, "former-company": {"former-conformed-name": "BT FINANCIAL CORP", "date-changed": "19920703"}}
Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                   ----------

                         PROMISTAR FINANCIAL CORPORATION
             (Exact name of registrant as specified in its charter)
PENNSYLVANIA                                                                     25-1441348
(State or other jurisdiction of incorporation or organization)                  (I.R.S. Employer Identification No.)
551 MAIN STREET
                       JOHNSTOWN, PENNSYLVANIA 15907-1146
                    (Address of principal executive offices)

           PROMISTAR FINANCIAL CORPORATION 1998 EQUITY INCENTIVE PLAN
                            (Full title of the plan)

                                JOHN H. ANDERSON
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER

                         PROMISTAR FINANCIAL CORPORATION
                                 551 MAIN STREET
                       JOHNSTOWN, PENNSYLVANIA 15907-1146
                     (Name and address of agent for service)

                                 (814) 532-3801
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
=============================== =================== ======================= ====================== ===========================
           TITLE OF                                    PROPOSED MAXIMUM       PROPOSED MAXIMUM             AMOUNT OF
          SECURITIES               AMOUNT TO BE         OFFERING PRICE            AGGREGATE               REGISTRATION
       TO BE REGISTERED           REGISTERED(1)           PER SHARE            OFFERING PRICE                 FEE

------------------------------- ------------------- ----------------------- ---------------------- ---------------------------

Common Stock, par value                360,000            $27.750(3)               $9,990,000                $7,005
$5.00 per share(2)                      98,500            $26.375(3)               $2,597,938
                                        35,000            $24.125(3)                 $844,375
                                       111,500            $20.000(3)               $2,230,000
                                       134,000            $17.391(3)               $2,330,394
                                       461,000            $18.531(4)               $8,542,791

------------------------------- ------------------- ----------------------- ---------------------- ---------------------------
(1) This Registration Statement also registers additional securities to
be offered or issued upon  adjustments or changes made to registered  securities
by reason of any stock  splits,  stock  dividends  or  similar  transactions  as
permitted by Rule 416(a) and Rule 416(b) under the  Securities  Act of 1933,  as
amended (the "Securities Act").

         (2) Includes  preferred stock purchase rights.  Prior to the occurrence
of certain  events,  the preferred  stock purchase  rights will not be evidenced
separately from the common stock.
(3) Based upon the  exercise  price of the  options in respect of which
the shares may be issued,  in accordance  with Rule 457(h) under the  Securities
Act.

         (4) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h) under the  Securities  Act. The fee is calculated on
the basis of the average of the high and low prices for the Registrant's  Common
Stock reported on the NASDAQ National Market on March 23, 2001.

--------------------------------------------------------------------------------
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

      ITEM 3.     INCORPORATION OF DOCUMENTS BY REFERENCE.

         The following documents filed by the Registrant with the Securities and
         Exchange  Commission (the "Commission")  pursuant to the Securities Act
         of 1933, as amended (the "Securities Act"), or the Securities Exchange
         Act of 1934,  as amended (the  "Exchange  Act"),  are  incorporated  by
         reference  into  this  Registration  Statement:  (i) the  Registrant's
         annual  report  on Form 10-K filed on March 30,  2001,  which  contains
         audited  financial  statements  for the fiscal year ended  December 31,
         2000  (File   No.   000-12377);   and  (ii)  the   description  of  the
         Registrant's   Common Stock contained in the Registrant's  Registration
         Statement  on  Form  S-4/A  filed with the  Commission  on June 2, 1999
         (File No. 333-76295).

         All documents  subsequently filed by the Registrant with the Commission
      pursuant to Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act after
      the date of this  Registration  Statement,  but  prior to the  filing of a
      post-effective  amendment to this  Registration  Statement which indicates
      that all securities offered by this Registration  Statement have been sold
      or which deregisters all such securities then remaining  unsold,  shall be
      deemed to be incorporated by reference into this  Registration  Statement.
      Each document  incorporated by reference into this Registration  Statement
      shall be deemed to be a part of this Registration  Statement from the date
      of filing  of such  document  with the  Commission  until the  information
      contained  therein is  superseded  or updated  by any  subsequently  filed
      document  which  is  incorporated  by  reference  into  this  Registration
      Statement  or by any document  which  constitutes  part of the  prospectus
      relating to the Promistar Financial Corporation 1998 Equity Incentive Plan
      meeting the requirements of Section 10(a) of the Securities Act.

      ITEM 4.     DESCRIPTION OF SECURITIES.

         The class of securities to be offered under this Registration Statement
      is registered under Section 12 of the Exchange Act.

      ITEM 5.     INTERESTS OF NAMED EXPERTS AND COUNSEL

         None.

      ITEM 6.     INDEMNIFICATION OF DIRECTORS AND OFFICERS.

         Sections 1741 and 1742 of the  Pennsylvania  Business  Corporation  Law
      (the "BCL")  provide that a business  corporation  shall have the power to
      indemnify any person who was or is a party,  or is threatened to be made a
      party,  to any  proceeding,  whether civil,  criminal,  administrative  or
      investigative,  by  reason  of  the  fact  that  such  person  is or was a
      director,  officer,  employee  or agent of the  corporation,  or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another  corporation  or other  enterprise,  against  expenses
      (including  attorneys'  fees),  judgments,   fines  and  amounts  paid  in
      settlement  actually and reasonably  believed to be in, or not opposed to,
      the best interests of the  corporation,  and, with respect to any criminal
      proceeding,  had no reasonable  cause to believe his conduct was unlawful.
      In the  case of an  action  by or in the  right of the  corporation,  such
      indemnification  is  limited  to  expenses  (including   attorneys'  fees)
      actually and  reasonably  incurred by such person in  connection  with the
      defense or settlement of such action, except that no indemnification shall
      be made in respect of any claim,  issue or matter as to which such  person
      has been adjudged to be liable to the corporation  unless, and only to the
      extent  that,  a court  determines  upon

                                     II - 1
application that, despite the adjudication of liability but in view of all
      the circumstances,  such  person  is fairly  and  reasonably  entitled  to
      indemnity for the expenses that the court deems proper.

         BCL  Section  1744  provides  that,  unless  ordered  by a  court,  any
      indemnification referred to above shall be made by the corporation only as
      authorized in the specific case upon a determination that  indemnification
      is  proper  in the  circumstances  because  the  indemnitee  has  met  the
      applicable standard of conduct. Such determination shall be made:

              (1)     by the Board by a majority vote of a quorum consisting  of
                      directors who were not parties to the proceeding; or

              (2)     if such a quorum is not obtainable, or if obtainable and a
                      majority  vote  of  a quorum of disinterested directors so
                      directs,   by  independent  legal  counsel  in  a  written
                      opinion; or

              (3)     by the shareholders.

         Notwithstanding the above, BCL Section 1743 provides that to the extent
      that a director,  officer,  employee or agent of a business corporation is
      successful  on the  merits  or  otherwise  in  defense  of any  proceeding
      referred to above,  or in defense of any claim,  issue or matter  therein,
      such person shall be indemnified  against expenses  (including  attorneys'
      fees)  actually  and  reasonably  incurred  by such  person in  connection
      therewith.

         BCL Section 1745  provides that expenses  (including  attorney's  fees)
      incurred  by  an  officer,  director,  employee  or  agent  of a  business
      corporation in defending any proceeding may be paid by the  corporation in
      advance of the final  disposition  of the  proceeding  upon  receipt of an
      undertaking  to repay the amount  advanced if it is ultimately  determined
      that the indemnitee is not entitled to be indemnified by the corporation.

         BCL Section 1746 provides that the  indemnification  and advancement of
      expenses provided by, or granted pursuant to, the foregoing provisions are
      not   exclusive   of  any  other   rights   to  which  a  person   seeking
      indemnification  may be  entitled  under  any  bylaw,  agreement,  vote of
      shareholders or directors or otherwise,  and that  indemnification  may be
      granted under any bylaw, agreement,  vote of shareholders or disinterested
      directors  or  otherwise  for any action  taken or any failure to take any
      action  whether or not the  corporation  would have the power to indemnify
      the  person  under  any  other  provision  of law and  whether  or not the
      indemnified  liability  arises or arose from any action by or in the right
      of  the  corporation,   provided,  however,  that  no  indemnification  is
      determined  by  a  court  to  have  constituted   willful   misconduct  or
      recklessness.

         BCL  Section  1747  permits  a  Pennsylvania  business  corporation  to
      purchase  and  maintain  insurance on behalf of any person who is or was a
      director,  officer,  employee  or agent of the  corporation,  or is or was
      serving at the request of the corporation as a director, officer, employee
      or agent of another corporation or other enterprise, against any liability
      asserted against such person and incurred by him in any such capacity,  or
      arising out of his status as such,  whether or not the  corporation  would
      have the power to indemnify the person  against such  liability  under the
      provisions described above.

         The Registrant's  Articles of Incorporation and By-Laws provide for (i)
      indemnification  of  directors,  officers,  employees  and  agents  of the
      Registrant and its  subsidiaries  and (ii) the elimination of a director's
      liability for monetary  damages,  to the maximum  extent  permitted by the
      BCL. The  Registrant  also maintains  directors'  and officers'  liability
      insurance covering its directors and officers with respect to liabilities,
      including liabilities under the Securities Act of 1933, as amended,  which
      they may incur in connection with their serving as such.

      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         Not Applicable.

                                     II - 2
ITEM 8.     EXHIBITS.

         The following  exhibits are filed herewith or incorporated by reference
      as part of this Registration Statement:

      EXHIBIT NO.                           DESCRIPTION
      -----------                           -----------

         4.1               Amended  &  Restated  Articles  of  Incorporation  of
                           the  Registrant  (incorporated  by  reference to  the
                           Registrant's  Registration   Statement  on  Form  S-4
                           filed on October 15, 1993 (File No. 33-69112)).

         4.2               Amendment to Articles of Incorporation  of Registrant
                           dated June 4, 1997  (incorporated by reference to the
                           Registrant's   Registration   Statement  on  Form S-4
                           filed on September 3, 1998 (File No. 333-61683)).

         4.3               Amendment to Articles of Incorporation  of Registrant
                           dated October 27, 2000 (incorporated  by reference to
                           the  Registrant's Annual Report on Form 10-K filed on
                           March 30, 2001 (File No. 000-12377)).

         4.4               Bylaws of the Registrant, as amended (incorporated by
                           reference to Registrant's  Registration  Statement on
                           Form   S-4  filed  on   October 15, 1993  (File   No.
                           33-69112)).

                           Form  S-4  filed   on   October  15,  1993  (File No.
                           33-69112)).

         5.1               Opinion of  Kirkpatrick  & Lockhart LLP regarding the
                           legality  of the shares  being registered   hereunder
                           (filed herewith).

         23.1              Consent   of    PricewaterhouseCoopers  LLP    (filed
                           herewith).

         23.2              Consent of  Kirkpatrick & Lockhart LLP  (included  in
                           the  Opinion  filed as Exhibit 5.1).

         24.1              Power of Attorney (set forth on the signature page of
                           this Registration Statement).

                                     II - 3
ITEM 9.  UNDERTAKINGS.

                  (a)  The undersigned Registrant hereby undertakes:

                  (1) To file,  during any  period in which  offers of 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;

                              (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;

                             (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  (a)(1)(i) and (a)(1)(ii) of this
         section do not apply if the  information  required  to be included in a
         post-effective  amendment by those  paragraphs is contained in periodic
         reports  filed with or furnished to the  Commission  by the  Registrant
         pursuant to Section 13 or Section  15(d) of the  Exchange  Act that are
         incorporated by reference in this 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 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) The undersigned  Registrant  hereby  undertakes  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 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.

                                      * * *

                  (h) 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  Johnstown,  Commonwealth  of
      Pennsylvania, on this 28th day of March, 2001.

                                         PROMISTAR FINANCIAL CORPORATION

                                         By:/s/ John H. Anderson
                                            ------------------------------------
                                            John H. Anderson
                                            Chairman and Chief Executive Officer

                                POWER OF ATTORNEY

         We, the  undersigned  directors  and  officers of  Promistar  Financial
      Corporation,  do hereby  constitute and appoint John H. Anderson and Brian
      H. Lehman, or either of them, our true and lawful attorneys and agents, to
      do any and all  acts and  things  in our  name  and on our  behalf  in our
      capacities   as  directors  and  officers  and  to  execute  any  and  all
      instruments  for us and in our names in the  capacities  indicated  below,
      which said  attorneys and agents,  or any of them,  may deem  necessary or
      advisable to enable said  corporation to comply with the Securities Act of
      1933,  as amended,  and any rules,  regulations  and  requirements  of the
      Securities and Exchange Commission, in connection with the registration of
      securities to be issued under the  Promistar  Financial  Corporation  1998
      Equity Incentive Plan,  including  specifically,  but without  limitation,
      power  and  authority  to  sign  for us or any of us in our  names  in the
      capacities  indicated  below,  any and  all  registration  statements  and
      amendments (including post-effective amendments) thereto, and we do hereby
      ratify and confirm all that said attorneys and agents,  or either of them,
      shall do or cause to be done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
      Statement  and the  forgoing  Power of  Attorney  have been  signed by the
      following persons in the capacities and on the date(s) indicated:
SIGNATURE                                   CAPACITY                                 DATE
                 ---------                                   --------                                 ----
      /s/ John H. Anderson
      -----------------------------------------     Chairman and Chief Executive Officer          March 28, 2001
      John H. Anderson                              (Principal Executive Officer)

      /s/ Brian H. Lehman
      -----------------------------------------     Senior Vice President and Chief Financial     March 28, 2001
      Brian H. Lehman                               Officer (Principal Financial and Accounting
                                                    Officer)

      -----------------------------------------     Director                                      ________, 2001
      G. Scott Baton II

      /s/ James E. Croner
      -----------------------------------------     Director                                      March 28, 2001
      James E. Croner

      -----------------------------------------     Director                                      ________, 2001
      Louis G. Galliker

                                     II - 5
SIGNATURE                                   CAPACITY                                 DATE
                 ---------                                   --------                                 ----

      /s/ William B. Kania
      -----------------------------------------     Director                                      March 28, 2001
      William B. Kania

      /s/ Edward L. Mears
      -----------------------------------------     Director                                      March 28, 2001
      Edward L. Mears

      /s/ Roger S. Nave
      -----------------------------------------     Director                                      March 28, 2001
      Roger S. Nave

      /s/ Donato B. Zucco
      -----------------------------------------      Director                                     March 28, 2001
      Donato B. Zucco

      /s/ Harry F. Radcliffe
      -----------------------------------------      Director                                     March 28, 2001
      Harry F. Radcliffe

      /s/ Robert G. Salathe, Jr.
      -----------------------------------------      Director                                     March 28, 2001
      Robert G. Salathe, Jr.

      -----------------------------------------      Director                                     ________, 2001
      William R. Snoddy

      /s/ Gerald W. Swatsworth
      -----------------------------------------      Director                                     March 28, 2001
      Gerald W. Swatsworth

      /s/ W. A. Thomas
      -----------------------------------------      Director                                     March 28, 2001
      W. A. Thomas

      /s/ Rowland H. Tibbott, Jr.
      -----------------------------------------      Director                                     March 28, 2001
      Rowland H. Tibbott, Jr.

      /s/ James A. Ulmer
      -----------------------------------------      Director                                     March 28, 2001
      James A. Ulmer

      /s/ Earl K. Wahl, Jr.
      -----------------------------------------      Director                                     March 28, 2001
      Earl K. Wahl, Jr.

      /s/ Thomas A. Young
      ----------------------------------------       Director                                     March 28, 2001
      Thomas A. Young
II - 6
EXHIBIT INDEX

        EXHIBIT NO.                              DESCRIPTION
        -----------                              -----------

            4.1         Amended & Restated Articles  of   Incorporation   of the
                        Registrant   (incorporated   by   reference   to     the
                        Registrant's Registration Statement on Form S-4 filed on
                        October 15, 1993 (File No. 33-69112)).

            4.2         Amendment  to  Articles  of  Incorporation of Registrant
                        dated June 4, 1997  (incorporated  by  reference  to the
                        Registrant's Registration Statement on Form S-4 filed on
                        September 3, 1998 (No. 333-61683)).

            4.3         Amendment to Articles  of  Incorporation  of  Registrant
                        dated October 27, 2000  (incorporated  by   reference to
                        the Registrant's Annual Report  on Form 10-K  filed   on
                        March 30, 2001 (File No. 000-12377)).

            4.4         Bylaws of the  Registrant, as  amended  (incorporated by
                        reference to Registrant's  Registration   Statement   on
                        Form    S-4   filed  on   October 15, 1993   (File   No.
                        33-69112)).

            5.1         Opinion of  Kirkpatrick  & Lockhart  LLP  regarding  the
                        legality of the shares being registered hereunder (filed
                        herewith).

            23.1        Consent of Pricewaterhouse Coopers (filed herewith).

            23.2        Consent of Kirkpatrick & Lockhart  LLP (included  in the
                        Opinion filed as Exhibit 5.1).

            24.1        Power  of  Attorney  (set forth on the signature page of
                        this Registration Statement).

                                     II - 7