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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                           THREE RIVERS BANCORP, INC.
             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                     25-1843375
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

       2681 MOSSIDE BOULEVARD
      MONROEVILLE, PENNSYLVANIA                             15146
(Address of principal executive offices)                 (Zip Code)


                     THREE RIVERS BANCORP, INC. 401(K) PLAN
                            (Full title of the plan)

                                 TERRY K. DUNKLE
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                             2681 MOSSIDE BOULEVARD
                         MONROEVILLE, PENNSYLVANIA 15146
                     (Name and address of agent for service)

                                 (412) 666-8063
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

===================================================================================================
    Title of                              Proposed maximum    Proposed maximum        Amount of
   securities             Amount to be     offering price        aggregate          registration
to be registered           registered        per share         offering price            fee

---------------------------------------------------------------------------------------------------
<S>                        <C>              <C>                     <C>             <C>

Common Stock, par value    571,000(1)        8.69(2)                4,961,990        $1,240.50
$0.01 per share

===================================================================================================

         (1)  Pursuant to Rule  416(c),  under the  Securities  Act of 1933,  as
amended  (the  "Securities   Act"),  this   registration   statement  covers  an
indeterminate  number of interests  to be offered or sold  pursuant to the Three
Rivers Bancorp, Inc. 401(k) Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  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 New
York Stock Exchange on March 19, 2001.
-------------------------------------------------------------------------------------------------
</TABLE>


<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 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 for
the  period  ended  December  31,  2000  (File  No.  000-29083);  and  (ii)  the
description  of the  Registrant's  Common Stock  contained  in the  Registrant's
Registration Statement on Form 10 filed on January 24, 2000, as amended on march
30, 2000 (File No. 000-29083).

         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 Three Rivers  Bancorp,  Inc. 401(k) 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.

         Under  its  Bylaws  and except as provided  below,  the  Registrant  is
required to indemnify  any person who was or is a party or is  threatened  to be
made a  party  to  any  threatened,  pending,  or  completed  action,  suit,  or
proceeding,   whether  civil,   criminal,   administrative,   or   investigative
(including,  without limitation,  actions by or in the right of the Registrant),
by reason of the fact that such  person is or was a  director  or officer of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees), amounts
paid in settlement,  judgments,  and fines  actually and reasonably  incurred by
such person in connection  with such action,  suit, or proceeding.  In addition,
the Registrant may, at its discretion,  indemnify any person who is not entitled
to indemnification  under the preceding sentence and who was or is a party or is


                                      II-1
<PAGE>

threatened to be made a party to any threatened,  pending,  or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
(including,  without limitation, actions by or in the right of the corporation),
by reason of the fact that  such  person is or was an  employee  or agent of the
Registrant,  against  expenses  (including  attorneys'  fees),  amounts  paid in
settlement, judgments, and fines actually and reasonably incurred by such person
in  connection  with such  action,  suit,  or  proceeding.  Notwithstanding  the
foregoing,  no indemnification is permitted to be made in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a court to have constituted willful misconduct or recklessness.

         The bylaws of the Registrant, in the form approved by its shareholders,
provide for the  elimination of a director's  liability for monetary  damages to
the fullest extent permitted by Pennsylvania  law.  Pennsylvania law permits the
elimination of a director's  liability for monetary damages for any action taken
or any failure to take any action unless (1) the director has breached or failed
to  perform  the  duties of his  office and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness; provided, however,
that such elimination of liability does not apply to liabilities  under criminal
statutes or those relating to the payment of taxes.

          The  Registrant's  directors  and officers  are also  insured  against
certain  liabilities for their actions, as such, by an insurance policy obtained
by the Registrant.


      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         None.


      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 and Restated  Articles of  Incorporation  of Three Rivers
               Bancorp,  Inc.  (incorporated  by reference to Exhibit 3.1 to the
               Registrant's   Registration   Statement  on  Form  10  (File  No.
               000-29083)).

     4.2       Bylaws of Three Rivers Bancorp,  Inc.  (incorporated by reference
               to Exhibit 3.2 to the Registrant's Registration Statement on Form
               10 (File No. 000-29083)).

     5.1       Opinion  letter  issued  by the  Internal  Revenue  Service  with
               respect to the USBancorp  Trust  Company Cash or Deferred  Profit
               Sharing Plan and Trust/Custodial Account*


                                      II-2

<PAGE>

     23.1      Consent of Arthur  Andersen  LLP.

     23.2      Consent of Ernst & Young LLP.

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

     *    The Plan is a  standardized  prototype  plan for  which  the  Internal
          Revenue Service does not issue a determination  letter. The Registrant
          is  permitted  to rely on the opinion  letter  issued by the  Internal
          Revenue  Service  to  USBANCORP  Trust  Company,  the  sponsor  of the
          prototype  plan  upon  which  the  Plan  is  based,  as to the  Plan's
          compliance,  in form, with the  qualification  requirements of Section
          401 of the Internal  Revenue Code, and such opinion letter is supplied
          in lieu of a determination letter.

      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;

                  (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


                                      II-3
<PAGE>

      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  Monroeville,  Commonwealth of
      Pennsylvania, on this 19th day of March, 2001.

                                       THREE RIVERS BANCORP, INC.

                                       By: /s/  Terry K. Dunkle
                                           ------------------------------------
                                           Terry K. Dunkle
                                           Chairman and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
      appears  below  constitutes  and appoints  Terry K. Dunkle and W. Harrison
      Vail, and each of them, his or her true and lawful  attorneys-in-fact  and
      agents, with full power of substitution and resubstitution, for him and in
      his name, place and stead, in any and all capacities,  to sign any and all
      amendments to this Registration Statement,  and to file the same, with all
      exhibits thereto,  and other documentation in connection  therewith,  with
      the   Securities   and   Exchange    Commission,    granting   unto   said
      attorneys-in-fact  and  agents  with full  power and  authority  to do and
      perform each and every act and thing requisite and necessary to be done in
      or about the premises, as fully to all intents and purposes as he 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, this  registration
      statement has been signed by the following  persons in the  capacities and
      on the date(s) indicated:
<TABLE>
<CAPTION>

           SIGNATURE                                   CAPACITY                            DATE
<S>                                <C>                                              <C>

/s/ Terry K. Dunkle                Chairman and Chief Executive Officer and          March 19, 2001
------------------------------     Director (Principal Executive Officer)
Terry K. Dunkle

/s/ W. Harrison Vail               President, Chief Operating Officer and            March 19, 2001
------------------------------     Director (Principal Executive Officer)
W. Harrison Vail

/s/ Anthony M. V. Eramo            Vice President and Chief Financial Officer        March 19, 2001
------------------------------     (Principal Financial Officer)
Anthony M. V. Eramo

/s/ Clifford A. Barton             Director                                          March 16, 2001
------------------------------
Clifford A. Barton

/s/ J. Terrence Farrell            Director                                          March 19, 2001
------------------------------
J. Terrence Farrell

</TABLE>


                                      II-5

<PAGE>

<TABLE>
<CAPTION>


        SIGNATURE                         CAPACITY                                       DATE
<S>                                  <C>                                             <C>

                                     Director                                        March __, 2001
------------------------------
Marylouise Fennell, Ed.D

/s/ Jack Sevy                        Director                                        March 19, 2001
------------------------------
Jack Sevy

/s/ Jerome M. Adams                  Director                                        March 19, 2001
------------------------------
Jerome M. Adams

/s/ I. N. Rendall Harper, Jr.        Director                                        March 19, 2001
------------------------------
I. N. Rendall Harper, Jr.

/s/ Richard W. Kappel                Director                                        March 19, 2001
------------------------------
Richard W. Kappel

/s/ Charles R. Zappala               Director                                        March 19, 2001
------------------------------
Charles R. Zappala

                                     Director                                        March __, 2001
------------------------------
Michael F. Butler

/s/ James R. Ferry                   Director                                        March 17, 2001
------------------------------
James R. Ferry

/s/ Steven J. Guy                    Director                                        March 19, 2001
------------------------------
Steven J. Guy

/s/ Stephen I. Richman               Director                                        March 19, 2001
------------------------------
Stephen I. Richman

/s/ Edward W. Seifert                Director                                        March 16, 2001
------------------------------
Edward W. Seifert

</TABLE>

     Pursuant to the requirements of the Securities Act, the Plan  Administrator
of the Three  Rivers  Bancorp,  Inc.  401(k) Plan has caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Monroeville,  Commonwealth of Pennsylvania,  on March
20, 2001.

                               THREE RIVERS BANCORP, INC.

                              By: /s/ Anthony M. V. Eramo
                                  --------------------------------------------
                                     Anthony M. V. Eramo,
                                     Vice President and Chief Financial Officer



                                      II-6
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{"company-data": {"conformed-name": "THREE RIVERS BANCORP INC", "cik": "0001103585", "assigned-sic": "6770", "irs-number": "251843375", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-57298", "film-number": "1572857"}, "business-address": {"street1": "2681 MOSSIDE BLVD", "city": "MONROEVILLE", "state": "PA", "zip": "15146", "phone": "4126668063"}, "mail-address": {"street1": "2681 MOSSIDE BLVD", "city": "MONROEVILLE", "state": "PA", "zip": "15146"}}
Registration No. 333-_______
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                   ----------

                           THREE RIVERS BANCORP, INC.
             (Exact name of registrant as specified in its charter)

         PENNSYLVANIA                                     25-1843375
(State or other jurisdiction of                       (I.R.S. Employer
incorporation or organization)                       Identification No.)

       2681 MOSSIDE BOULEVARD
      MONROEVILLE, PENNSYLVANIA                             15146
(Address of principal executive offices)                 (Zip Code)

                     THREE RIVERS BANCORP, INC. 401(K) PLAN
                            (Full title of the plan)

                                 TERRY K. DUNKLE
                      CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                             2681 MOSSIDE BOULEVARD
                         MONROEVILLE, PENNSYLVANIA 15146
                     (Name and address of agent for service)

                                 (412) 666-8063
          (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        per share         offering price            fee

---------------------------------------------------------------------------------------------------
Common Stock, par value    571,000(1)        8.69(2)                4,961,990        $1,240.50
$0.01 per share

===================================================================================================

         (1)  Pursuant to Rule  416(c),  under the  Securities  Act of 1933,  as
amended  (the  "Securities   Act"),  this   registration   statement  covers  an
indeterminate  number of interests  to be offered or sold  pursuant to the Three
Rivers Bancorp, Inc. 401(k) Plan.

         (2) Estimated  solely for the purpose of calculating  the  registration
fee pursuant to Rule 457(h).  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 New
York Stock Exchange on March 19, 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 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 for
the  period  ended  December  31,  2000  (File  No.  000-29083);  and  (ii)  the
description  of the  Registrant's  Common Stock  contained  in the  Registrant's
Registration Statement on Form 10 filed on January 24, 2000, as amended on march
30, 2000 (File No. 000-29083).

         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 Three Rivers  Bancorp,  Inc. 401(k) 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.

         Under  its  Bylaws  and except as provided  below,  the  Registrant  is
required to indemnify  any person who was or is a party or is  threatened  to be
made a  party  to  any  threatened,  pending,  or  completed  action,  suit,  or
proceeding,   whether  civil,   criminal,   administrative,   or   investigative
(including,  without limitation,  actions by or in the right of the Registrant),
by reason of the fact that such  person is or was a  director  or officer of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee, or agent of another corporation,  partnership, joint venture,
trust or other enterprise, against expenses (including attorneys' fees), amounts
paid in settlement,  judgments,  and fines  actually and reasonably  incurred by
such person in connection  with such action,  suit, or proceeding.  In addition,
the Registrant may, at its discretion,  indemnify any person who is not entitled
to indemnification  under the preceding sentence and who was or is a party or is

                                      II-1
threatened to be made a party to any threatened,  pending,  or completed action,
suit, or proceeding, whether civil, criminal,  administrative,  or investigative
(including,  without limitation, actions by or in the right of the corporation),
by reason of the fact that  such  person is or was an  employee  or agent of the
Registrant,  against  expenses  (including  attorneys'  fees),  amounts  paid in
settlement, judgments, and fines actually and reasonably incurred by such person
in  connection  with such  action,  suit,  or  proceeding.  Notwithstanding  the
foregoing,  no indemnification is permitted to be made in any case where the act
or failure to act giving rise to the claim for  indemnification is determined by
a court to have constituted willful misconduct or recklessness.

         The bylaws of the Registrant, in the form approved by its shareholders,
provide for the  elimination of a director's  liability for monetary  damages to
the fullest extent permitted by Pennsylvania  law.  Pennsylvania law permits the
elimination of a director's  liability for monetary damages for any action taken
or any failure to take any action unless (1) the director has breached or failed
to  perform  the  duties of his  office and (2) the breach or failure to perform
constitutes self-dealing, willful misconduct or recklessness; provided, however,
that such elimination of liability does not apply to liabilities  under criminal
statutes or those relating to the payment of taxes.

          The  Registrant's  directors  and officers  are also  insured  against
certain  liabilities for their actions, as such, by an insurance policy obtained
by the Registrant.

      ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

         None.

      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 and Restated  Articles of  Incorporation  of Three Rivers
               Bancorp,  Inc.  (incorporated  by reference to Exhibit 3.1 to the
               Registrant's   Registration   Statement  on  Form  10  (File  No.
               000-29083)).

     4.2       Bylaws of Three Rivers Bancorp,  Inc.  (incorporated by reference
               to Exhibit 3.2 to the Registrant's Registration Statement on Form
               10 (File No. 000-29083)).

     5.1       Opinion  letter  issued  by the  Internal  Revenue  Service  with
               respect to the USBancorp  Trust  Company Cash or Deferred  Profit
               Sharing Plan and Trust/Custodial Account*

                                      II-2
23.1      Consent of Arthur  Andersen  LLP.

     23.2      Consent of Ernst & Young LLP.

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

     *    The Plan is a  standardized  prototype  plan for  which  the  Internal
          Revenue Service does not issue a determination  letter. The Registrant
          is  permitted  to rely on the opinion  letter  issued by the  Internal
          Revenue  Service  to  USBANCORP  Trust  Company,  the  sponsor  of the
          prototype  plan  upon  which  the  Plan  is  based,  as to the  Plan's
          compliance,  in form, with the  qualification  requirements of Section
          401 of the Internal  Revenue Code, and such opinion letter is supplied
          in lieu of a determination letter.

      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;

                  (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

                                      II-3
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  Monroeville,  Commonwealth of
      Pennsylvania, on this 19th day of March, 2001.

                                       THREE RIVERS BANCORP, INC.

                                       By: /s/  Terry K. Dunkle
                                           ------------------------------------
                                           Terry K. Dunkle
                                           Chairman and Chief Executive Officer

         KNOW  ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
      appears  below  constitutes  and appoints  Terry K. Dunkle and W. Harrison
      Vail, and each of them, his or her true and lawful  attorneys-in-fact  and
      agents, with full power of substitution and resubstitution, for him and in
      his name, place and stead, in any and all capacities,  to sign any and all
      amendments to this Registration Statement,  and to file the same, with all
      exhibits thereto,  and other documentation in connection  therewith,  with
      the   Securities   and   Exchange    Commission,    granting   unto   said
      attorneys-in-fact  and  agents  with full  power and  authority  to do and
      perform each and every act and thing requisite and necessary to be done in
      or about the premises, as fully to all intents and purposes as he 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, this  registration
      statement has been signed by the following  persons in the  capacities and
      on the date(s) indicated:
SIGNATURE                                   CAPACITY                            DATE
/s/ Terry K. Dunkle                Chairman and Chief Executive Officer and          March 19, 2001
------------------------------     Director (Principal Executive Officer)
Terry K. Dunkle

/s/ W. Harrison Vail               President, Chief Operating Officer and            March 19, 2001
------------------------------     Director (Principal Executive Officer)
W. Harrison Vail

/s/ Anthony M. V. Eramo            Vice President and Chief Financial Officer        March 19, 2001
------------------------------     (Principal Financial Officer)
Anthony M. V. Eramo

/s/ Clifford A. Barton             Director                                          March 16, 2001
------------------------------
Clifford A. Barton

/s/ J. Terrence Farrell            Director                                          March 19, 2001
------------------------------
J. Terrence Farrell
II-5
SIGNATURE                         CAPACITY                                       DATE
Director                                        March __, 2001
------------------------------
Marylouise Fennell, Ed.D

/s/ Jack Sevy                        Director                                        March 19, 2001
------------------------------
Jack Sevy

/s/ Jerome M. Adams                  Director                                        March 19, 2001
------------------------------
Jerome M. Adams

/s/ I. N. Rendall Harper, Jr.        Director                                        March 19, 2001
------------------------------
I. N. Rendall Harper, Jr.

/s/ Richard W. Kappel                Director                                        March 19, 2001
------------------------------
Richard W. Kappel

/s/ Charles R. Zappala               Director                                        March 19, 2001
------------------------------
Charles R. Zappala

                                     Director                                        March __, 2001
------------------------------
Michael F. Butler

/s/ James R. Ferry                   Director                                        March 17, 2001
------------------------------
James R. Ferry

/s/ Steven J. Guy                    Director                                        March 19, 2001
------------------------------
Steven J. Guy

/s/ Stephen I. Richman               Director                                        March 19, 2001
------------------------------
Stephen I. Richman

/s/ Edward W. Seifert                Director                                        March 16, 2001
------------------------------
Edward W. Seifert
Pursuant to the requirements of the Securities Act, the Plan  Administrator
of the Three  Rivers  Bancorp,  Inc.  401(k) Plan has caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Monroeville,  Commonwealth of Pennsylvania,  on March
20, 2001.

                               THREE RIVERS BANCORP, INC.

                              By: /s/ Anthony M. V. Eramo
                                  --------------------------------------------
                                     Anthony M. V. Eramo,
                                     Vice President and Chief Financial Officer

                                      II-6