---

---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

---

FORM 10-Q

---

(Mark One)

| | [X] | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | --- | ---------------------------------------------------------------------------------------

For the period ended March 31, 2002

| | [   ] | Transaction Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| | ----- | -----------------------------------------------------------------------------------------

For the transaction period from  to

0-29083(Commission File Number)

---

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

---

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

| | 2681 Mosside Boulevard, Monroeville, PA
(Address of principal executive offices) |  | 15146-3315
(Zip Code) | 
| | -------------------------------------------------------------------------------- |  | --------------------- | 

(412) 666-8063(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes [x] No [ ]

Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.

| | Class
Common Stock, par value $0.01
per share |  | Outstanding at May 1, 2002
8,541,099 | 
| | --------------------------------------------- |  | ------------------------------------ | 

---

---



---

THREE RIVERS BANCORP, INC.

INDEX

|         |  |                                                                                                       | Page No.
|-------- |  | ----------------------------------------------------------------------------------------------------- | --------
|PART I.  |  | FINANCIAL INFORMATION:                                                                                |         
|         |  |                                                                                                       |         
|Item 1.  |  | Quarterly Financial Statements                                                                        |         
|         |  |                                                                                                       |         
|         |  | Consolidated Balance Sheets - March 31, 2002, December 31, 2001, and March 31, 2001                   | 3       
|         |  |                                                                                                       |         
|         |  | Consolidated Statements of Income - Three Months Ended March 31, 2002, and 2001                       | 4       
|         |  |                                                                                                       |         
|         |  | Consolidated Statement of Changes in Stockholders Equity - Three Months Ended    March 31, 2002      | 6       
|         |  |                                                                                                       |         
|         |  | Consolidated Statements of Cash Flows - Three Months Ended March 31, 2002,    and 2001                | 7       
|         |  |                                                                                                       |         
|         |  | Notes to Consolidated Financial Statements                                                            | 8       
|         |  |                                                                                                       |         
|Item 2.  |  | Managements Discussion and Analysis of Consolidated Financial Condition and Results    of Operations | 17      
|         |  |                                                                                                       |         
|Item 3.  |  | Quantitative and Qualitative Discussion About Market Risk                                             | 29      
|         |  |                                                                                                       |         
|         |  |                                                                                                       |         
|         |  |                                                                                                       |         
|PART II. |  | OTHER INFORMATION:                                                                                    |         
|         |  |                                                                                                       |         
|Item 6.  |  | Exhibits and Reports on Form 8-K                                                                      | 30      
|         |  |                                                                                                       |         

---

THREE RIVERS BANCORP, INC.CONSOLIDATED BALANCE SHEETS(In thousands)

|                                                                                                                                                                                                               |  | March 31,2002 |           | December 31,2001 |   | March 31,2001 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- | - | ------------- | -
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|                                                                                                                                                                                                               |  | (Unaudited)   |           |                  |   | (Unaudited)   |  
|ASSETS                                                                                                                                                                                                         |  |               |           |                  |   |               |  
|Cash and due from banks                                                                                                                                                                                        |  | $             | 33,941    |                  | $ | 46,109        |  
|Investment securities available for sale                                                                                                                                                                       |  |               | 377,852   |                  |   | 380,598       |  
|Loans                                                                                                                                                                                                          |  |               | 567,178   |                  |   | 565,902       |  
|Less:  Unearned income                                                                                                                                                                                         |  |               | 11        |                  |   | 13            |  
|Allowance for loan losses                                                                                                                                                                                      |  |               | 8,079     |                  |   | 7,992         |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|Net loans                                                                                                                                                                                                      |  |               | 559,088   |                  |   | 557,897       |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|Premises and equipment                                                                                                                                                                                         |  |               | 4,366     |                  |   | 4,458         |  
|Accrued income receivable                                                                                                                                                                                      |  |               | 6,222     |                  |   | 6,133         |  
|Goodwill and core deposit intangibles                                                                                                                                                                          |  |               | 12,520    |                  |   | 12,676        |  
|Bank owned life insurance                                                                                                                                                                                      |  |               | 13,713    |                  |   | 13,556        |  
|Other assets                                                                                                                                                                                                   |  |               | 2,748     |                  |   | 1,173         |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|TOTAL ASSETS                                                                                                                                                                                                   |  | $             | 1,010,450 |                  | $ | 1,022,600     |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|LIABILITIES                                                                                                                                                                                                    |  |               |           |                  |   |               |  
|Non-interest bearing deposits                                                                                                                                                                                  |  | $             | 111,794   |                  | $ | 114,192       |  
|Interest bearing deposits                                                                                                                                                                                      |  |               | 654,484   |                  |   | 660,061       |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|Total deposits                                                                                                                                                                                                 |  |               | 766,278   |                  |   | 774,253       |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|Federal funds purchased and securities sold under agreements to    repurchase                                                                                                                                  |  |               |          |                  |   |              |  
|Other short-term borrowings                                                                                                                                                                                    |  |               |          |                  |   |              |  
|Advances from Federal Home Loan Bank                                                                                                                                                                           |  |               | 150,000   |                  |   | 156,000       |  
|Long-term debt                                                                                                                                                                                                 |  |               | 480       |                  |   | 512           |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|Total borrowed funds                                                                                                                                                                                           |  |               | 150,480   |                  |   | 156,512       |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|Other liabilities                                                                                                                                                                                              |  |               | 10,878    |                  |   | 9,453         |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|TOTAL LIABILITIES                                                                                                                                                                                              |  |               | 927,636   |                  |   | 940,218       |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|STOCKHOLDERS EQUITY                                                                                                                                                                                           |  |               |           |                  |   |               |  
|Preferred stock, no par value; 5,000,000 shares authorized; no    shares issued or outstanding for the periods presented                                                                                       |  |               |          |                  |   |              |  
|Common stock, par value $.01 per share; 20,000,000 shares    authorized; 8,535,773, 8,523,906 and 6,676,212 issued and    outstanding at March 31, 2002, December 31, 2001 and March    31, 2001, respectively |  |               | 85        |                  |   | 85            |  
|Surplus                                                                                                                                                                                                        |  |               | 38,959    |                  |   | 38,859        |  
|Retained earnings                                                                                                                                                                                              |  |               | 45,620    |                  |   | 44,342        |  
|Accumulated other comprehensive income (loss)                                                                                                                                                                  |  |               | (1,850    | )                |   | (904          | )
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|TOTAL STOCKHOLDERS EQUITY                                                                                                                                                                                     |  |               | 82,814    |                  |   | 82,382        |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  
|TOTAL LIABILITIES AND STOCKHOLDERS       EQUITY                                                                                                                                                               |  | $             | 1,010,450 |                  | $ | 1,022,600     |  
|                                                                                                                                                                                                               |  |               |           |                  |   |               |  

See accompanying notes to consolidated financial statements.



---

THREE RIVERS BANCORP, INC.CONSOLIDATED STATEMENT OF INCOME(In thousands, except per share data)Unaudited

|                                                                           |  | Three Months EndedMarch 31, |       
|-------------------------------------------------------------------------- |  | --------------------------- | ------
|                                                                           |  |                             |       
|                                                                           |  | 2002                        |       
|                                                                           |  |                             |       
|INTEREST INCOME                                                            |  |                             |       
|Interest and fees on loans and loans held for sale:                        |  |                             |       
|Taxable                                                                    |  | $                           | 10,309
|Tax exempt                                                                 |  |                             | 87    
|Deposits with banks                                                        |  |                             | 7     
|Federal funds sold                                                         |  |                             | 33    
|Investment securities available for sale                                   |  |                             | 5,065 
|                                                                           |  |                             |       
|Total Interest Income                                                      |  |                             | 15,501
|                                                                           |  |                             |       
|INTEREST EXPENSE                                                           |  |                             |       
|Deposits                                                                   |  |                             | 5,400 
|Federal funds purchased and securities sold under agreements to repurchase |  |                             | 2     
|Other short-term borrowings                                                |  |                             | 23    
|Advances from Federal Home Loan Bank                                       |  |                             | 2,415 
|Long-term debt                                                             |  |                             | 11    
|                                                                           |  |                             |       
|Total Interest Expense                                                     |  |                             | 7,851 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|NET INTEREST INCOME                                                        |  |                             | 7,650 
|Provision for loan losses                                                  |  |                             | 225   
|                                                                           |  |                             |       
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES                        |  |                             | 7,425 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|NON-INTEREST INCOME                                                        |  |                             |       
|Trust fees                                                                 |  |                             | 25    
|Net realized gain (loss) on investment securities                          |  |                             | 162   
|Wholesale cash processing fees                                             |  |                             | 232   
|Service charges on deposit accounts                                        |  |                             | 456   
|Bank owned life insurance                                                  |  |                             | 157   
|Other income                                                               |  |                             | 334   
|                                                                           |  |                             |       
|Total Non-Interest Income                                                  |  |                             | 1,366 
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|                                                                          
|NON-INTEREST EXPENSE                                                       |  |                             |       
|Salaries and employee benefits                                             |  |                             | 2,808 
|Net occupancy expense                                                      |  |                             | 540   
|Equipment expense                                                          |  |                             | 481   
|Professional fees                                                          |  |                             | 335   
|Supplies, postage, and freight                                             |  |                             | 306   
|Miscellaneous taxes and insurance                                          |  |                             | 289   
|FDIC deposit insurance expense                                             |  |                             | 34    
|Amortization of core deposit intangibles                                   |  |                             | 206   
|OREO expense                                                               |  |                             |      
|Other expense                                                              |  |                             | 593   
|                                                                           |  |                             |       
|Total Non-Interest Expense                                                 |  | $                           | 5,592 

See accompanying notes to consolidated financial statements.

CONTINUED ON NEXT PAGE



---

CONSOLIDATED STATEMENT OF INCOMECONTINUED FROM PREVIOUS PAGE(In thousands, except per share data)Unaudited

|                           |  | Three Months EndedMarch 31, |          
|-------------------------- |  | --------------------------- | ---------
|                           |  |                             |          
|                           |  | 2002                        |          
|                           |  |                             |          
|INCOME BEFORE INCOME TAXES |  | $                           | 3,199    
|Provision for income taxes |  |                             | 896      
|                           |  |                             |          
|                          
|                          
|                          
|                          
|                          
|                          
|NET INCOME                 |  | $                           | 2,303    
|                           |  |                             |          
|                          
|                          
|                          
|                          
|                          
|                          
|PER COMMON SHARE DATA:     |  |                             |          
|Basic:                     |  |                             |          
|Net income                 |  | $                           | 0.27     
|Average shares outstanding |  |                             | 8,531,216
|Diluted:                   |  |                             |          
|Net income                 |  | $                           | 0.27     
|Average shares outstanding |  |                             | 8,576,444
|Cash dividends declared    |  | $                           | 0.12     

See accompanying notes to consolidated financial statements



---

THREE RIVERS BANCORP, INC.CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY(In thousands)Unaudited

|                                           |  | PreferredStock |   | CommonStock |   | Surplus |  | RetainedEarnings |        | AccumulatedOtherComprehensiveIncome |   | Total  |  
|------------------------------------------ |  | -------------- | - | ----------- | - | ------- |  | ---------------- | ------ | ----------------------------------- | - | ------ | -
|                                           |  |                |   |             |   |         |  |                  |        |                                     |   |        |  
|                                           |  |                |   |             |   |         |  |                  |        |                                     |   |        |  
|Balance, January 1, 2002                   |  | $              |  |             | $ | 85      |  | $                | 38,859 |                                     | $ | 44,342 |  
|Net Income                                 |  |                |  |             |   |        |  |                  |       |                                     |   | 2,303  |  
|Other comprehensive income,    net of tax  |  |                |  |             |   |        |  |                  |       |                                     |   |       |  
|                                           |  |                |   |             |   |         |  |                  |        |                                     |   |        |  
|Comprehensive income                       |  |                |   |             |   |         |  |                  |        |                                     |   |        |  
|                                           |  |                |   |             |   |         |  |                  |        |                                     |   |        |  
|Dividends declared                         |  |                |  |             |   |        |  |                  |       |                                     |   | (1,025 | )
|Stock options exercised    (11,867 shares) |  |                |  |             |   |        |  |                  | 100    |                                     |   |       |  
|                                           |  |                |   |             |   |         |  |                  |        |                                     |   |        |  
|Balance, March 31, 2002                    |  | $              |  |             | $ | 85      |  | $                | 38,959 |                                     | $ | 45,620 |  
|                                           |  |                |   |             |   |         |  |                  |        |                                     |   |        |  

See accompanying notes to consolidated financial statements.

---

THREE RIVERS BANCORP, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)Unaudited

|                                                                                                                            |  | Three Months EndedMarch 31, |        
|--------------------------------------------------------------------------------------------------------------------------- |  | --------------------------- | -------
|                                                                                                                            |  |                             |        
|                                                                                                                            |  | 2002                        |        
|                                                                                                                            |  |                             |        
|OPERATING ACTIVITIES                                                                                                        |  |                             |        
|Net income                                                                                                                  |  | $                           | 2,303  
|Adjustments to reconcile net income to net cash provided by operating activities:                                           |  |                             |        
|Provision for loan losses                                                                                                   |  |                             | 225    
|Depreciation and amortization                                                                                               |  |                             | 57     
|Amortization expense of core deposit intangibles                                                                            |  |                             | 206    
|Net amortization (accretion) of investment securities                                                                       |  |                             | 224    
|Net realized (gains) losses on investment securities                                                                        |  |                             | (162   
|(Increase) decrease in accrued income receivable                                                                            |  |                             | (89    
|Increase in accrued expense payable                                                                                         |  |                             | 430    
|Net (increase) decrease in other assets                                                                                     |  |                             | (697   
|Net increase (decrease) in other liabilities                                                                                |  |                             | 993    
|                                                                                                                            |  |                             |        
|Net cash provided by operating activities                                                                                   |  |                             | 3,490  
|                                                                                                                            |  |                             |        
|                                                                                                                           
|INVESTING ACTIVITIES                                                                                                        |  |                             |        
|Purchases of investment securities and other short-term investments  available for sale                                    |  |                             | (72,686
|Proceeds from maturities of investment securities and other short-term investments     available for sale                  |  |                             | 41,943 
|Proceeds from sales of investment securities and other short-term investments  available    for sale                       |  |                             | 31,972 
|Long-term loans originated                                                                                                  |  |                             | (44,302
|Principal collected on long-term loans                                                                                      |  |                             | 42,513 
|Purchases of premises and equipment                                                                                         |  |                             | (168   
|                                                                                                                            |  |                             |        
|Net cash (used for) provided by investing activities                                                                        |  |                             | (728   
|                                                                                                                            |  |                             |        
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|                                                                                                                           
|FINANCING ACTIVITIES                                                                                                        |  |                             |        
|Net decrease in deposits                                                                                                    |  |                             | (7,975 
|Net decrease in federal funds purchased, securities sold under agreements to repurchase,    and other short-term borrowings |  |                             |       
|Net principal repayments of advances from Federal Home Loan Bank                                                            |  |                             | (6,000 
|Repayments of long-term debt                                                                                                |  |                             | (32    
|Common stock dividends paid                                                                                                 |  |                             | (1,023 
|Proceeds from stock options exercised                                                                                       |  |                             | 100    
|                                                                                                                            |  |                             |        
|Net cash used by financing activities                                                                                       |  |                             | (14,930
|                                                                                                                            |  |                             |        
|                                                                                                                            |  |                             |        
|NET INCREASE (DECREASE) IN CASH EQUIVALENTS                                                                                 |  |                             | (12,168
|CASH EQUIVALENTS AT JANUARY 1                                                                                               |  |                             | 46,109 
|                                                                                                                            |  |                             |        
|CASH EQUIVALENTS AT MARCH 31                                                                                                |  | $                           | 33,941 
|                                                                                                                            |  |                             |        

See accompanying notes to consolidated financial statements.



---

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   Business and Nature of Operations

Three Rivers Bancorp, Inc. (the Company) is a bank holding company headquartered in Monroeville, Pennsylvania. Through its banking subsidiary the Company operates 25 banking offices in three southwestern Pennsylvania counties. These offices provide a full range of consumer, mortgage and commercial financial products.

2.   Basis of Presentation

The consolidated financial statements include the accounts of Three Rivers Bancorp, Inc. and its wholly owned subsidiary, Three Rivers Bank and Trust Company (Three Rivers Bank). Intercompany accounts and transactions have been eliminated in preparing the consolidated financial statements.

The unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments that are of a normal recurring nature and are considered necessary for a fair presentation have been included. They are not, however, necessarily indicative of the results of consolidated operations for a full-year.

For further information, refer to the consolidated financial statements and accompanying notes included in the Companys annual financial statements for the year ended December 31, 2001, filed with the Securities and Exchange Commission as part of Three Rivers Bancorp, Inc.s Form 10K filing.

Basic earnings per share includes only the weighted average common shares outstanding. Diluted earnings per share includes the weighted average common shares outstanding and any dilutive common stock equivalent shares in the calculation.

On a consolidated basis, cash equivalents include cash and due from banks, interest-bearing deposits with banks, and federal funds sold and securities purchased under agreements to resell. During the first three months of 2002, the Company made payments of $350,000 for federal income taxes. During the first quarter 2001, the Company was not required to make any payments for federal income taxes. Total interest expense paid amounted to $7,421,000 in 2002s first three months compared to $9,298,000 in the same 2001 period.

---

3.   Acquisition

On July 1, 2001, the Company completed its acquisition of the Pennsylvania Capital Bank (PA Capital Bank), which had one office located in downtown Pittsburgh, Allegheny County.

At the acquisition date, the fair value of PA Capitals net assets totaled approximately $16 million, which included cash of $43.4 million, loans receivable with a fair value of $83.7 million, investment securities and other assets of $12.7, deposits with a fair value of $123.5 million and other liabilities of $279,000. As a result of the transaction, $4.8 million of core deposit intangible ($3.1 million net of taxes) was recorded and will be amortized over 11 years. Additionally, the fair value adjustments required by purchase accounting rules consisted of $582,000 (378,000 net of taxes) and will be recognized as yield adjustments over eight years. Goodwill arising from the transaction totaled $6.5 million.

Pro forma combined historical results of operations for the prior year up to the interim statement of financial condition date as though the Company and PA Capital Bank had been combined at the beginning of 2001 are presented below. For 2002, actual results of operations are used for comparative purposes since the operations of PA Capital Bank have been consolidated with the Companys during that period. These unaudited condensed combined statements of operations, both pro forma and actual, are presented as if the acquisition had been effective on January 1, 2002 and 2001, respectively.

---

The unaudited condensed pro forma combined statement of operations include the estimated effect of pro forma adjustments that would have been realized had the acquisition actually occurred at the beginning of the respective periods.

|                                                     |  | Actual for the threemonths endedMarch 31, 2002   |           | Pro Formacombined for thethree months endedMarch 31, 2001 |  
|---------------------------------------------------- |  | ------------------------------------------------ | --------- | --------------------------------------------------------- | -
|                                                     |  |                                                  |           |                                                           |  
|                                                     |  | (In thousands, except per share data)(Unaudited) |          
|Interest income                                      |  | $                                                | 15,501    |                                                           | $
|Interest expense                                     |  |                                                  | 7,851     |                                                           |  
|                                                     |  |                                                  |           |                                                           |  
|Net interest income before provision for loan losses |  |                                                  | 7,650     |                                                           |  
|Provision for loan losses                            |  |                                                  | 225       |                                                           |  
|                                                     |  |                                                  |           |                                                           |  
|Net interest income after provision for loan losses  |  |                                                  | 7,425     |                                                           |  
|Non-interest income                                  |  |                                                  | 1,366     |                                                           |  
|Non-interest expense                                 |  |                                                  | 5,592     |                                                           |  
|                                                     |  |                                                  |           |                                                           |  
|Income before income taxes                           |  |                                                  | 3,199     |                                                           |  
|Provision for income taxes                           |  |                                                  | 896       |                                                           |  
|                                                     |  |                                                  |           |                                                           |  
|Net income                                           |  | $                                                | 2,303     |                                                           | $
|                                                     |  |                                                  |           |                                                           |  
|                                                     |  |                                                  |           |                                                           |  
|PER COMMON SHARE DATA                                |  |                                                  |           |                                                           |  
|Basic:                                               |  |                                                  |           |                                                           |  
|Net income                                           |  | $                                                | 0.27      |                                                           | $
|Average shares outstanding                           |  |                                                  | 8,531,216 |                                                           |  
|Diluted:                                             |  |                                                  |           |                                                           |  
|Net income                                           |  | $                                                | 0.27      |                                                           | $
|Average shares outstanding                           |  |                                                  | 8,576,444 |                                                           |  

4.   Comprehensive Income

Comprehensive income totaled
$1.4 million and $5.1 million for the three months ended March 31, 2002 and
 2001, respectively. Differences between comprehensive income and net income for these periods
result entirely from investment security unrealized holding gains, net of income taxes.

5.   Investment Securities

Securities classified as
available for sale include securities that may be sold to effectively manage interest rate risk exposure, prepayment risk, and other
factors (such as liquidity requirements). These available for sale securities are reported at estimated fair value with unrealized
aggregate appreciation/(depreciation) excluded from income and credited/(charged) to a separate component of shareholders equity on a net of tax basis.
 The change in the estimated fair value of the available
 for sale portfolio does inject more volatility in the book value of equity, but has no impact on regulatory capital. The Company
 presently does not engage in trading activity. Realized gain or loss on securities sold was computed upon the adjusted cost of
 the specific securities sold. The book and estimated fair values of investment securities are summarized as follows (in thousands):



---

Investment securities available for sale:

|                                       |  |           |         | March 31, 2002       |   |                       | 
|-------------------------------------- |  | --------- | ------- | -------------------- | - | --------------------- | 
|                                       |  |           |         |                      |   |                       | 
|                                       |  | BookValue |         | GrossUnrealizedGains |   | GrossUnrealizedLosses | 
|                                       |  |           |         |                      |   |                       | 
|                                       |  |           |         |                      |   |                       | 
|U.S. Treasury                          |  | $         | 4,559   |                      | $ | 25                    | 
|U.S. Agency                            |  |           | 40,998  |                      |   |                      | 
|State and municipal                    |  |           | 29,087  |                      |   | 22                    | 
|U.S. Agency mortgage-backed securities |  |           | 290,293 |                      |   | 1,025                 | 
|Other securities*                      |  |           | 15,761  |                      |   |                      | 
|                                       |  |           |         |                      |   |                       | 
|Total                                  |  | $         | 380,698 |                      | $ | 1,072                 | 
|                                       |  |           |         |                      |   |                       | 

______________

| | * |  | Other investment securities include corporate notes and bonds, asset-backed securities, and equity securities.
| | - |  | --------------------------------------------------------------------------------------------------------------

Maintaining investment quality is a primary objective of the Companys investment policy which,
subject to certain limited exceptions, prohibits the purchase of any investment security below a Moodys Investors Service or Standard & Poors rating of A. At March 31, 2002, 98.0% of the portfolio was rated AAA compared to
97.6% at March 31, 2001. Less than 1.2% of the portfolio was rated below A or unrated on March 31, 2002.

6.   Loans

The loan portfolio of the Company consists of the following (in thousands):

|                              |  | March 31,2002 |         | December 31,2001 |   | March 31,2001 | 
|----------------------------- |  | ------------- | ------- | ---------------- | - | ------------- | 
|                              |  |               |         |                  |   |               | 
|Commercial                    |  | $             | 82,600  |                  | $ | 77,770        | 
|Commercial loans secured      |  |               |         |                  |   |               | 
|By real estate                |  |               | 306,978 |                  |   | 296,665       | 
|Real estate  mortgage        |  |               | 155,524 |                  |   | 169,048       | 
|Consumer                      |  |               | 22,076  |                  |   | 22,419        | 
|                              |  |               |         |                  |   |               | 
|Loans                         |  |               | 567,178 |                  |   | 565,902       | 
|Less: Unearned income         |  |               | 11      |                  |   | 13            | 
|                              |  |               |         |                  |   |               | 
|Loans, net of unearned income |  | $             | 567,167 |                  | $ | 565,889       | 
|                              |  |               |         |                  |   |               | 

Real estate-construction
loans were not material at these presented dates and comprised 3.1% of total loans net of unearned income at March 31, 2002.
The Company has no credit exposure to foreign countries or highly leveraged transactions.

---

7.   Allowance for Loan Losses

An analysis of the changes
in the allowance for loan losses follows (in thousands, except ratios):

|                               |  | Three Months EndedMarch 31, |      
|------------------------------ |  | --------------------------- | -----
|                               |  |                             |      
|                               |  | 2002                        |      
|                               |  |                             |      
|Balance at beginning of period |  | $                           | 7,992
|Charge-offs:                   |  |                             |      
|Commercial                     |  |                             | 63   
|Real estate-mortgage           |  |                             | 135  
|Consumer                       |  |                             | 36   
|                               |  |                             |      
|Total charge-offs              |  |                             | 234  
|                               |  |                             |      
|Recoveries:                    |  |                             |      
|Commercial                     |  |                             | 77   
|Real estate-mortgage           |  |                             | 4    
|Consumer                       |  |                             | 15   
|                               |  |                             |      
|Total recoveries               |  |                             | 96   
|                               |  |                             |      
|                               |  |                             |      
|Net charge-offs (recoveries)   |  |                             | 138  
|Provision for loan losses      |  |                             | 225  
|                               |  |                             |      
|Balance at end of period       |  | $                           | 8,079
|                               |  |                             |      

8.   Non-performing Assets

Non-performing assets are
comprised of (i) loans which are on a non-accrual basis, (ii)
loans which are contractually past due 90 days or more as to interest or
principal payments some of which are insured for credit loss, and (iii) other real estate owned (real estate acquired through foreclosure and in-substance
foreclosures). All loans, except for loans that are insured for credit loss, are placed on non-accrual status upon becoming 90 days past due in either
principal or interest. In addition, if circumstances warrant, the accrual of interest may be discontinued prior to 90 days. In all cases, payments
received on non-accrual loans are credited to principal until full recovery of principal has been recognized; it is only after full recovery of
principal that any additional payments received are recognized as interest income. The only exception to this policy is for residential mortgage
loans wherein interest income is recognized on a cash basis as payments are received.

The following table presents information
concerning non-performing assets (in thousands, except percentages):

---

|                                                                                                                                     |  | March 31,2002 |       | December 31,2001 |   | March 31,2001 |  
|------------------------------------------------------------------------------------------------------------------------------------ |  | ------------- | ----- | ---------------- | - | ------------- | -
|                                                                                                                                     |  |               |       |                  |   |               |  
|                                                                                                                                     |  |               |       |                  |   |               |  
|Non-accrual loans                                                                                                                    |  | $             | 2,456 |                  | $ | 3,240         |  
|Loans past due 90 days or more                                                                                                       |  |               | 75    |                  |   | 177           |  
|Other real estate owned                                                                                                              |  |               | 807   |                  |   | 417           |  
|                                                                                                                                     |  |               |       |                  |   |               |  
|Total non-performing assets                                                                                                          |  | $             | 3,338 |                  | $ | 3,834         |  
|                                                                                                                                     |  |               |       |                  |   |               |  
|Total non-performing assets as a percent of loans and    loans held for sale, net of unearned
income, and    other real estate owned |  |               | 0.59  | %                |   | 0.67          | %

Other real estate owned is
 recorded at the lower of 1)fair value minus estimated costs to sell, or 2)carrying cost.

The following table sets
forth, for the periods indicated, (i) the gross interest income that would have been recorded if non-accrual loans had been current
 in accordance with their original terms and had been outstanding

throughout the period or since origination if held for part of the period, (ii) the amount of interest
income actually recorded on such loans, and (iii) the net reduction in interest income attributable to such loans (in thousands).

|                                                      |  | Three Months EndedMarch 31 |    
|----------------------------------------------------- |  | -------------------------- | ---
|                                                      |  |                            |    
|                                                      |  | 2002                       |    
|                                                      |  |                            |    
|Interest income due in accordance with original terms |  | $                          | 15 
|Interest income recorded                              |  |                            | (15
|                                                      |  |                            |    
|Net reduction in interest income                      |  | $                          |   
|                                                      |  |                            |    

9.   Goodwill and Core Deposit Intangible Assets

The Companys balance sheet shows both tangible assets (such as loans, buildings,
and investments) and intangible assets (such as goodwill and core deposit intangibles). The Company now carries $6.1million of goodwill and $6.4 million of core deposit intangible assets on its balance sheet.
 The majority of these intangible assets came from the1998 acquisition of two National City Branch offices in Allegheny County with $27 million in deposits, the 1999 acquisition of a First Western Branch with $21 million in deposits and the recent acquisition
 of PA Capital Bank (see Note #3). A reconciliation of the Companys intangible asset balance is as follows (in thousands):

|Balance at December 31, 2001 |  | $ | 6,652 |  
|---------------------------- |  | - | ----- | -
|Amortization expense         |  |   | (206  | )
|                             |  |   |      
|Balance at March 31, 2002    |  | $ | 6,446 |  
|                             |  |   |      

---

The Company is amortizing core deposit intangibles over periods ranging from five to eleven years, using the straight-line method
of amortization. It is important to note that this intangible amortization expense is not a future cash outflow. The following table reflects the future amortization expense of the intangible assets (in thousands):

|Remaining 2002 |  | $ | 618   | 
|-------------- |  | - | ----- | 
|2003           |  |   | 824   | 
|2004           |  |   | 824   | 
|2005           |  |   | 824   | 
|2006           |  |   | 824   | 
|2007 and after |  |   | 2,532 | 
|               |  |   |      
|Total          |  | $ | 6,446 | 
|               |  |   |      

The Companys current goodwill arose from the PA Capital Bank acquisition on July 1, 2001. In connection with
this acquisition, the Company simultaneously applied Statement 142. Accordingly, the Company has not recognized any amortization expense relating to this goodwill during the second half of 2001 or during the three months ended March 31, 2002. Prior to this acquisition, the
Company had no goodwill, or corresponding amortization, during 2001. Although
the Company has recognized no amortization expense relating to this goodwill, the Company will, however, periodically review the goodwill for impairment as prescribed by FAS #142.

10.   Federal Home Loan Bank Borrowings

Total FHLB borrowings consist of the following at March 31, 2002, (in thousands, except percentages):

|Maturing       |  | Amount |         | WeightedAverageRate | 
|-------------- |  | ------ | ------- | ------------------- | 
|               |  |        |         |                     | 
|2005           |  |        | 50,000  |                     | 
|2010 and after |  |        | 100,000 |                     | 
|               |  |        |         |                     | 
|               |  | $      | 150,000 |                     | 
|               |  |        |         |                     | 

The $150 million of advances maturing in 2005 and after are subject to prepayment penalties and call provisions set forth by the FHLB.
 The following table summarizes the call provisions for the components of these advances:

---

| |  | AdvanceAmount |         | Will Reprice If: Index |  | Spread        |  | Exceeds |                 
| |  | ------------- | ------- | ---------------------- |  | ------------- |  | ------- | ----------------
| |  |               |         |                        |  |               |  |         |                 
| |  | $             | 50,000  |                        |  | 3 Month Libor |  |         | + 8 basis points
| |  |               | 50,000  |                        |  | 3 Month Libor |  |         | +12 basis points
| |  |               | 50,000  |                        |  | 3 Month Libor |  |         | + 9 basis points
| |  |               |         |                        |  |               |  |         |                 
| |  | $             | 150,000 |                        |  |               |  |         |                 

All of the above borrowings bear a fixed-rate of
 interest. All FHLB stock along with an interest in mortgage loans and mortgage-backed securities, with an aggregate statutory value equal to the amount
 of the advances, have been pledged as collateral with the Federal Home Loan Bank of Pittsburgh to support these borrowings.

11.   Capital

The Company is subject to various capital
requirements administered by the federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action,
 the Company must meet specific capital guidelines that involve quantitative measures of the Companys assets, liabilities, and certain off-balance
 sheet items as calculated under regulatory accounting practices. The Companys capital amounts and classification are also subject to qualitative
 judgments by the regulators about components, risk weightings, and other factors. Failure to meet minimum capital requirements can initiate certain
  mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Companys
  financial statements.

Quantitative measures established by
 regulation to ensure capital adequacy require the Company to maintain minimum amounts and ratios (set forth in the table below) of total and
 Tier 1 capital to risk-weighted assets, and of Tier 1 capital to average assets. Management believes that as of March 31, 2002, the Company
  meets all capital adequacy requirements to which it is subject.

As of March 31, 2002, and 2001, as
 well as, December 31, 2001, the Federal Reserve categorized the Company as Well Capitalized under the regulatory framework for
 prompt corrective action. To be categorized as well capitalized, the Company must maintain minimum total risk-based, Tier 1 risk-based, and
  Tier 1 leverage ratios as set forth in the table. There are no conditions or events since notification that management believes have changed
  the Companys classification category.

---

|                                            |  | Actual                        |        | For Capital AdequacyPurposes |  | To Be Well CapitalizedUnder PromptCorrective
  ActionProvisions |  
|------------------------------------------- |  | ----------------------------- | ------ | ---------------------------- |  | --------------------------------------------------------------- | -
|                                            |  |                               |        |                              |  |                                                                 |  
|As of March 31, 2002                        |  | Amount                        |        | Ratio                        |  | Amount                                                          |  
|                                            |  |                               |        |                              |  |                                                                 |  
|                                            |  | (In thousands, except ratios) |       
|Total Capital (to Risk Weighted    Assets)  |  |                               |        |                              |  |                                                                 |  
|Three Rivers Bancorp, Inc.                  |  | $                             | 80,109 |                              |  | 12.57                                                           | %
|Three Rivers Bank                           |  |                               | 76,138 |                              |  | 11.95                                                           |  
|Tier 1 Capital (to Risk Weighted    Assets) |  |                               |        |                              |  |                                                                 |  
|Three Rivers Bancorp, Inc.                  |  |                               | 72,144 |                              |  | 11.32                                                           |  
|Three Rivers Bank                           |  |                               | 68,174 |                              |  | 10.70                                                           |  
|Tier 1 Capital (to Average Assets)          |  |                               |        |                              |  |                                                                 |  
|Three Rivers Bancorp, Inc.                  |  |                               | 72,144 |                              |  | 7.40                                                            |  
|Three Rivers Bank                           |  |                               | 68,174 |                              |  | 6.99                                                            |  

12.   Subsequent Events

On May 7, 2002, the Company and Sky
Financial Group, Inc. (Sky Financial) executed a definitive agreement for Sky Financial to acquire all the stock of the Company and merge the
Company and its wholly-owned subsidiary, Three Rivers Bank, into Sky Financial

Pursuant to the definitive agreement,
stockholders of the Company will be entitled to elect to receive, in exchange for each share of the Companys common stock held, either $18.27
in cash or .80 shares of Sky Financial, or combination thereof. The election process, however, is subject to certain allocation and pro ration mechanisms
that are reflective of the definitive agreement, which states that in total, 75% of the Companys common shares will be exchanged for shares of Sky
Financial common stock and 25% of the Companys common shares will be exchanged for cash.

The deal provides for the merger of the Company
into Sky Financial, and the subsequent merger of Three Rivers Bank into Sky Bank, Sky Financials commercial banking affiliate. Currently, the
transaction is valued at $156.5 million, including shares of the Company owned by Sky Financial and the cost to acquire the Companys outstanding
options.

Pending approval by shareholders of the
Company and various regulatory agencies, the transaction is expected to close at the beginning of the fourth quarter 2002. For information
surrounding the transaction, refer to the form 8-K filed by the Company with the Securities and Exchange Commission on May 8, 2002.

---

MANAGEMENTS DISCUSSION AND ANALYSIS OFCONSOLIDATED FINANCIAL CONDITION ANDRESULTS OF OPERATIONS(M.D.& A.)

COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2002 AND DECEMBER 31, 2001

.....BALANCE SHEET OVERVIEW.....The Companys total consolidated assets were $1.01 billion at March 31, 2002,
compared with $1.02 billion at December 31, 2001, which represents a decrease of $12 million. During the first three months of 2002, total loans
increased $1.3 million as loan principal originations exceeded repayments for the three month period. Total investment securities decreased $2.7
million during the first three months of 2002. This decrease primarily resulted from a $1.5 million increase in the unrealized loss of the available
for sale securities. The remaining decrease resulted from principal repayment and sale activity exceeding purchases. Cash and due from banks decreased
$12.2 million during the first three months of 2002. This decrease primarily resulted from the net run off of deposits and the decrease in FHLB borrowings.

Total deposits decreased by $8.0 million, or 1.0%, since December 31, 2001. The Companys total borrowed funds position
decreased $6.0 million, or 3.9%, during the period. Total equity increased by $432,000, which represents the effect of net income, dividends declared
and an increase in the unrealized investment security holding losses, net of tax, over the period.

.....LOAN QUALITY.....The following table sets forth information concerning Three Rivers Bancorp, Inc.s loan
delinquency and other non-performing assets. At all dates presented, the Company had no troubled debt restructurings which involved forgiving a portion
 of interest or principal on any loans at a rate materially less than that of market rates: (in thousands, except percentages):

|                                                                                                                                              |  | March 31,2002 |       | December 31,2001 |   | March 31,2001 |  
|--------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- | ---------------- | - | ------------- | -
|                                                                                                                                              |  |               |       |                  |   |               |  
|Total loan delinquency (past due 30 to 89 days)                                                                                               |  | $             | 5,809 |                  | $ | 6,840         |  
|Total non-accrual loans                                                                                                                       |  |               | 2,456 |                  |   | 3,240         |  
|Total non-performing assets*                                                                                                                  |  |               | 3,338 |                  |   | 3,834         |  
|Loan delinquency, as a percentage of total loans and
      loans held For sale, net of unearned income                                        |  |               | 1.02  | %                |   | 1.20          | %
|Non-accrual loans, as a percentage of total loans and
      loans held For sale, net of unearned income                                       |  |               | 0.43  | %                |   | 0.57          | %
|Non-performing assets, as a percentage of total loans
      and loans held for sale,net of unearned income, and       other real estate owned |  |               | 0.59  | %                |   | 0.67          | %

______________

| | * |  | Non-performing assets are comprised of (i) loans that are on a non-accrual basis, (ii) loans that are contractually
past due 90 days or more as to interest and principal payments some of which are insured for credit loss, and (iii) other real estate owned. All
 loans, except for loans that are insured for credit loss, are placed on non-accrual status upon becoming 90 days past due in either principal
  or interest.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

Between March 31, 2002, and
December 31, 2001, total loan delinquency decreased $1.0 million while loans outstanding, net of unearned income, increased $1.3 million,
 thus causing the delinquency ratio to decrease 18 basis points to 1.02%. Total non-performing assets decreased by $496,000 since December
 31,2001 causing the non-performing assets to total loans, net of unearned income, and OREO ratio to decrease to 0.59%. This ratio was
 further positively affected by the increase in total loans, net of unearned income, and OREO.

.....ALLOWANCE FOR LOAN LOSSES.....As a financial institution which assumes lending and credit risks
as a principal element of its business, the Company anticipates that credit losses will be experienced in the normal course of business.
 Accordingly, the Company consistently applies a comprehensive methodology and procedural discipline that is updated on a quarterly basis
  to determine both the adequacy of the allowance for loan losses and the necessary provision for loan losses to be charged against earnings.
  This methodology includes:

- a detailed review of all criticized and impaired loans to determine if any specific reserve allocations
are required on an individual loan basis. The specific reserve established for these criticized and impaired loans is



- the application of formula driven reserve allocations for certain higher risk commercial and commercial
 real-estate loans are calculated by using a three-year migration analysis of net losses incurred within each risk grade for the entire
 commercial loan portfolio. The difference between estimated and actual losses is reconciled through the dynamic nature of the migration analysis.

- the application of formula driven reserve allocations to installment and mortgage loans which are based
upon historical charge-off experience for those loan types. The residential mortgage loan allocation is based upon the Companys
five-year historical average of actual loan charge-offs experienced in that category. The same methodology is used to determine the
 allocation for consumer loans except the allocation is based upon an average of the most recent actual three-year historical charge-off
 experience for consumer loans.

The application of formula driven
reserve allocations is based upon review of historical losses and qualitative factors, which include but are not limited to, economic trends, delinquencies,
concentrations of credit, trends in loan volume, experience and depth of management, examination and audit results, effects of any changes in lending
policies and trends in policy exceptions.

After completion of this process, a
formal meeting of the Loan Loss Reserve Committee is held to make qualitative adjustments to the formula driven results and evaluate the adequacy
of the provision. The Company believes that the procedural discipline, systematic methodology, and comprehensive documentation of this quarterly
process is in full compliance with all regulatory requirements and provides appropriate support for accounting purposes.

---

When it is determined that the prospects
for recovery of the principal of a loan have significantly diminished, the loan or the determined uncollectible portion is immediately charged
against the allowance account; subsequent recoveries, if any, are credited to the allowance account. In addition, non-accrual and large delinquent
loans are reviewed monthly to determine potential losses. Consumer loans are considered losses when they are 90 days past due, except loans that
are insured for credit loss.

The Companys policy is to
 individually review, as circumstances warrant, each of its commercial and commercial mortgage loans to determine if a loan is impaired.
 At a minimum, credit reviews are mandatory for all commercial and commercial mortgage loans with balances in excess of $500,000 within each
 calendar year. The Company has also identified two pools of small dollar value homogeneous loans that are evaluated collectively for impairment.
  These separate pools are for residential mortgage loans and consumer loans. Individual loans within these pools are reviewed and removed from
  the pool if factors such as significant delinquency in payments of 90 days or more, bankruptcy, or other negative economic concerns indicate
   impairment

The following table sets forth changes
in the allowance for loan losses and certain ratios for the periods ended (in thousands, except percentages):

|                                                                       |  | March 31,2002 |        | December 31,2001 |   | March 31,2001 |  
|---------------------------------------------------------------------- |  | ------------- | ------ | ---------------- | - | ------------- | -
|                                                                       |  |               |        |                  |   |               |  
|Allowance for loan losses                                              |  | $             | 8,079  |                  | $ | 7,992         |  
|Allowance for loan losses as a percentage of each of the    following: |  |               |        |                  |   |               |  
|total loans, net of unearned income                                    |  |               | 1.42   | %                |   | 1.41          | %
|total delinquent loans(past due 30 to 89 days)                         |  |               | 139.08 |                  |   | 116.84        |  
|total non-accrual loans                                                |  |               | 328.95 |                  |   | 246.67        |  
|total non-performing assets                                            |  |               | 242.03 |                  |   | 208.45        |  
|As a percent of average loans, net of unearned income:                 |  |               |        |                  |   |               |  
|Annualized net charge-offs                                             |  |               | 0.10   | %                |   | 0.07          | %
|Annualized provision for loan losses                                   |  |               | 0.16   | %                |   | 0.20          | %
|Total classified loans                                                 |  | $             | 19,383 |                  | $ | 17,867        |  

Since December 31, 2001, the balance
in the allowance for loan losses has increased $87,000 while the balance of total loans increased by $1.3 million. The increase in the allowance
primarily results from the provision for the three month period, net of net charge-offs. Additionally, the increase in the allowance for loan losses resulted
from an increase in outstanding loan levels, as well as a shift of the loan portfolio from 1-4 family mortgage loans to loans that are more
 commercial in nature. The Companys allowance for loan losses at March 31, 2002, was 329% of non-accrual loans.

---

For impaired loans, the measurement
of impairment may be based upon:  1) the present value of expected future cash flows discounted at the loans effective interest rate; 2)
the observable market price of the impaired loan; or 3) the fair value of the collateral of a collateral dependent loan.

The Company had loans totaling $306,000
 at March 31, 2002, and $489,000 at March 31, 2001, being specifically identified as impaired and a corresponding allocation reserve of $300,000
 at March 31, 2002 and $200,000 at March 31, 2001. The average outstanding balance for loans being specifically identified as impaired was $393,000
 for the first three months of 2002 compared to $489,000 for the first three months of 2001. All of the impaired loans are collateral dependent,
 therefore the fair value of the collateral of the impaired loans is evaluated in measuring the impairment. There was no interest income recognized
  on impaired loans during the first three months of 2002 or 2001.

The following table sets forth the
allocation of the allowance for loan losses among various categories. This allocation is determined by using the consistent quarterly
procedural discipline that was discussed above. This allocation, however, is not necessarily indicative of the specific amount or specific
loan category in which future losses may ultimately occur (in thousands, except percentages):

|                                              |  | March 31, 2002 |       | December 31, 2001                      |  | March 31, 2001 |  
|--------------------------------------------- |  | -------------- | ----- | -------------------------------------- |  | -------------- | -
|                                              |  |                |       |                                        |  |                |  
|                                              |  | Amount         |       | Percent ofLoans inEachCategoryTo Loans |  | Amount         |  
|                                              |  |                |       |                                        |  |                |  
|Commercial                                    |  | $              | 2,147 |                                        |  | 14.6           | %
|Commercial loans    secured by real    estate |  |                | 5,474 |                                        |  | 54.1           |  
|Real estate -    Mortgage                     |  |                | 231   |                                        |  | 27.4           |  
|Consumer                                      |  |                | 196   |                                        |  | 3.9            |  
|Allocation to    General risk                 |  |                | 31    |                                        |  |               |  
|                                              |  |                |       |                                        |  |                |  
|Total                                         |  | $              | 8,079 |                                        |  | 100.0          | %
|                                              |  |                |       |                                        |  |                |  

Although real estate-mortgage loans
comprise approximately 27% of the Companys total loan portfolio, only $231,000 or 2.9% of the total allowance for loan losses is allocated
 against this loan category. The real estate-mortgage loan allocation is based upon the Companys five-year historical average of actual
  loan charge-offs experienced in that category. The disproportionately higher allocations for commercial loans and commercial loans secured
  by real estate reflect the increased credit risk associated with this type of lending and the Companys historical loss experienced in
  these categories.

At March 31, 2002, management of the
Company believes the allowance for loan losses is adequate to cover estimated losses within the Companys loan portfolio.

---

COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

.....PERFORMANCE OVERVIEW.....The Companys net income for the first quarter of 2002 totaled $2.3 million
 or $0.27 per share on a diluted basis. The first quarter 2002 results are higher when compared with the $1.5 million or $0.23 per diluted share
 for the first quarter of 2001.

The Companys return on equity (ROE)
 averaged 10.7% for the first quarter of 2002 compared to 10.63% ROE in the first quarter of 2001.

Net interest income increased by $1.7
million, or 28.0%, as a result of declining interest rates causing an increase in the net interest margin from 2.65% in the first quarter of 2001
 to 3.29% in the first quarter of 2002. The Companys equity base has been positively affected by the issuance of additional shares in
 connection with the PA Capital Bank acquisition. However, the equity base has been negatively affected by a decrease in other comprehensive
  income due to a decrease in value of the Companys available for sale securities portfolio. The following table summarizes some of
  the Companys key performance indicators (in thousands, except per share and ratios):

|                                          |  | Three Months Ended |      
|----------------------------------------- |  | ------------------ | -----
|                                          |  |                    |      
|                                          |  | March 31,2002      |      
|                                          |  |                    |      
|Income from continuing operations         |  | $                  | 2,303
|Diluted earnings per share                |  |                    | 0.27 
|Return on average equity                  |  |                    | 10.73
|Return on average assets                  |  |                    | 0.93 
|Average diluted common shares outstanding |  |                    | 8,576

.....NET INTEREST INCOME AND MARGIN.....The Companys net interest income represents the amount by
which interest income on earning assets exceeds interest paid on interest bearing liabilities. Net interest income is a primary source of
 the Companys earnings; it is affected by interest rate fluctuations as well as changes in the amount and mix of earning assets and
  interest bearing liabilities. It is the Companys philosophy to strive to optimize net interest income performance in varying
  interest rate environments. The following table compares the Companys net interest income performance for the first quarter of
  2002 to the first quarter of 2001 (in thousands, except percentages):

|                                   |  | Three Months EndedMarch 31, |        |      |   |           |  
|---------------------------------- |  | --------------------------- | ------ | ---- | - | --------- | -
|                                   |  |                             |        |      |   |           |  
|                                   |  | 2002                        |        | 2001 |   | NetChange |  
|                                   |  |                             |        |      |   |           |  
|Interest Income                    |  | $                           | 15,501 |      | $ | 16,491    |  
|Interest Expense                   |  |                             | 7,851  |      |   | 10,514    |  
|                                   |  |                             |        |      |   |           |  
|Net interest income                |  |                             | 7,650  |      |   | 5,977     |  
|Tax-equivalent adjustment          |  |                             | 150    |      |   | 106       |  
|                                   |  |                             |        |      |   |           |  
|Net tax-equivalent interest income |  | $                           | 7,800  |      | $ | 6,083     |  
|                                   |  |                             |        |      |   |           |  
|Net interest margin                |  |                             | 3.29   | %    |   | 2.65      | %

______________

| | N/M |  | - Not meaningful
| | --- |  | ----------------

---

Three Rivers Bancorps net
interest income on a tax-equivalent basis increased by $1.7 million, or 28.2%, due primarily to the increase of the net interest margin
percentage and an increase in average earning assets. The net interest margin increased 64 basis points to 3.29%, reflecting a 139 basis
point decrease in the cost of funds, which was partially offset by a 71 basis point decrease in the earning asset yield. Total average
earning assets increased $38.0 million during the first quarter 2002 compared to the same period of 2001. This resulted from a $77.8
million, or 16.1%, increase in total loans and a $6.8 million increase in federal funds sold. These increases, however, were partially
offset by a decrease in investments of $46.7 million, or 11.3%.

During the first quarter, the
Company used the cash flow from mortgage backed securities to pay down FHLB Borrowings, which reduced interest rate risk and decreased
margin compression as a result of the leverage program the Company has had in place over the last six years.

A leverage program is one strategy
the Company may use to leverage its capital. The maximum amount of leveraging the Company can perform is controlled by internal policy
requirements to maintain a minimum asset leverage ratio of no less than 6.0% (see further discussion under Capital Resources) and to
limit net interest income

variability to (7.5% and net income variability to (15% over a twelve month period. (See further discussion
under Interest Rate Sensitivity).

.....COMPONENT CHANGES IN NET INTEREST INCOME.....Regarding the separate components of net interest income,
 the Companys total tax-equivalent interest income for the first quarter of 2002 decreased by $946,000 or 5.7% when compared to the same
 2001 period. This decrease resulted from a decline in the yield earned on interest bearing assets, which decreased 71 basis points to 6.68%
 for the three month period ending March 31, 2002. Within the earning asset base, the yield on the total loan portfolio decreased by 92
 basis points to 7.43% due to the downward repricing of floating-rate loans. The yield on total investment securities decreased by 59 basis
 points to 5.64% due to the increased prepayments and the corresponding increase in the amortization of premiums. The decrease in tax-equivalent
  interest income, however, was partially offset by a $40.0 million or 4.2% increase in total average earning assets. The increase in total
  average earning assets is primarily the result of assets acquired in connection with the PA Capital Bank acquisition.

The Companys total interest
expense for the first quarter of 2002 decreased by $2.7 million, or 25.3% when compared to the same 2001 period. This lower interest expense
was due to the 139 basis point decrease in the yield on interest bearing liabilities, to an average of 4.08% for the first quarter 2002. Total
 average interest bearing liabilities of remained relatively unchanged during the two periods.

Within interest-bearing liabilities, total
deposits increased
$82.1 million, or 15.1%. This, however, was offset by a decrease in borrowed funds of $81.7 million, or 34.3%. The increase in total
deposits is primarily the result of deposits acquired in connection with the PA Capital Bank acquisition.

---

The proceeds received from
investment security principal and interest receipts, security sales, as well as from the growth of the deposit base were used to pay
down the higher costing borrowings as well as to fund loan originations. FHLB advances had an average cost of 6.51% in the first
quarter of 2002, which compares to the cost of 6.53% for the prior year first quarter. However, during the first quarter of 2002,
 these borrowings were 300 basis points greater than the average cost of deposits, which was 3.51%. Overall, the Companys
 total cost of funds decreased by 139 basis points to 4.08%.

It is recognized that interest rate
risk does exist from this use of borrowed funds to leverage the balance sheet. The Company has asset liability policy parameters that limit
the maximum amount of borrowings to 40% of total assets. For the first quarter of 2002, the level of short-term borrowed funds and FHLB
advances to total assets averaged 15.8%. At quarter end, the Company had borrowed funds to total assets of 15.0%, which is within the
parameters set by the Board of Directors of the Company. The Company plans to continue to use cash flow from mortgage-backed securities
and increasing deposits to pay down borrowings during the next several quarters.

The table that follows provides
an analysis of net interest income on a tax-equivalent basis setting forth (i) average assets, liabilities, and stockholders equity,
 (ii) interest income earned on interest earning assets and interest expense paid on interest bearing liabilities, (iii) average yields earned
 on interest earning assets and average rates paid on interest bearing liabilities, (iv) Three Rivers Bancorps interest rate spread
 (the difference between the average yield earned on interest earning assets and the average rate paid on interest bearing liabilities),
 and (v) Three Rivers Bancorps net interest margin (net interest income as a percentage of average total interest earning assets).
 For purposes of this table, loan balances include non-accrual loans and interest income on loans includes loan fees or amortization of
 such fees which have been deferred, as well as, interest recorded on non-accrual loans as cash is received. Additionally, a tax rate of
 approximately 35% is used to compute tax equivalent yields.



---

Three Months Ended March 31  (In thousands, except percentages)

|                                                                                                                                                  |  | 2002 Actual    |         |                        |   | 2001 Actual |   |                |     
|------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | ------- | ---------------------- | - | ----------- | - | -------------- | ----
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|                                                                                                                                                  |  | AverageBalance |         | InterestIncome/Expense |   | Yield/Rate  |   | AverageBalance |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|Interest earning assets:                                                                                                                          |  |                |         |                        |   |             |   |                |     
|Loans and loans held for sale, net of
      unearned income                                                                                       |  | $              | 561,255 |                        | $ | 10,428      |   |                | 7.43
|Deposits with banks                                                                                                                               |  |                | 650     |                        |   | 7           |   |                | 4.53
|Federal funds sold                                                                                                                                |  |                | 8,260   |                        |   | 33          |   |                | 1.61
|Total investment securities                                                                                                                       |  |                | 367,805 |                        |   | 5,183       |   |                | 5.64
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|Total interest earning Assets/interest    income                                                                                                  |  |                | 937,970 |                        |   | 15,651      |   |                | 6.68
|Non-interest earning assets:                                                                                                                      |  |                |         |                        |   |             |   |                |     
|Cash and due from banks                                                                                                                           |  |                | 15,538  |                        |   |             |   |                |     
|Premises and equipment                                                                                                                            |  |                | 4,422   |                        |   |             |   |                |     
|Other assets                                                                                                                                      |  |                | 37,883  |                        |   |             |   |                |     
|Allowance for loan losses                                                                                                                         |  |                | (8,019  | )                      |   |             |   |                |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|TOTAL ASSETS                                                                                                                                      |  | $              | 987,794 |                        |   |             |   |                |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|                                                                                                                                                 
|Interest bearing liabilities:                                                                                                                     |  |                |         |                        |   |             |   |                |     
|Interest bearing deposits:                                                                                                                        |  |                |         |                        |   |             |   |                |     
|Interest bearing demand                                                                                                                           |  | $              | 48,872  |                        | $ | 100         |   |                | 0.83
|Savings                                                                                                                                           |  |                | 57,794  |                        |   | 153         |   |                | 1.07
|Money markets                                                                                                                                     |  |                | 125,446 |                        |   | 493         |   |                | 1.59
|Other time                                                                                                                                        |  |                | 392,033 |                        |   | 4,654       |   |                | 4.81
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|Total interest bearing deposits                                                                                                                   |  |                | 624,145 |                        |   | 5,400       |   |                | 3.51
|Short term borrowings:
      Federal funds purchased, securities       sold
 under agreements to repurchase       and other short-term borrowings |  |                | 5,232   |                        |   | 25          |   |                | 1.91
|Advances from Federal Home Loan
      Bank                                                                                                        |  |                | 150,452 |                        |   | 2,415       |   |                | 6.51
|Long-term debt                                                                                                                                    |  |                | 495     |                        |   | 11          |   |                | 9.01
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|Total interest bearing    liabilities/interest expense                                                                                            |  |                | 780,324 |                        |   | 7,851       |   |                | 4.08
|Non-interest bearing liabilities:                                                                                                                 |  |                |         |                        |   |             |   |                |     
|Demand deposits                                                                                                                                   |  |                | 112,353 |                        |   |             |   |                |     
|Other liabilities                                                                                                                                 |  |                | 9,264   |                        |   |             |   |                |     
|Stockholders equity                                                                                                                              |  |                | 85,853  |                        |   |             |   |                |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|TOTAL LIABILITIES AND    STOCKHOLDERS EQUITY                                                                                                     |  | $              | 987,794 |                        |   |             |   |                |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|Interest rate spread                                                                                                                              |  |                |         |                        |   |             |   |                | 2.60
|Net interest income/net interest margin                                                                                                           |  |                |         |                        |   | 7,800       |   |                | 3.29
|Tax-equivalent adjustment                                                                                                                         |  |                |         |                        |   | (150        | ) |                |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     
|Net Interest Income                                                                                                                               |  |                |         |                        | $ | 7,650       |   |                |     
|                                                                                                                                                  |  |                |         |                        |   |             |   |                |     



---

.....PROVISION FOR LOAN LOSSES.....The Companys provision for loan losses for the first quarter of 2002
totaled $225,000 or 0.16% of average total loans which represents a $75,000 increase from the provision level experienced in the 2001 first quarter.
 The Company recognized net loan charge-offs of $138,000, or 0.10%, on an annualized basis, of average loans in the first quarter of 2002. The
 Company applies a consistent methodology and procedural discipline to evaluate the adequacy of the allowance for loan losses at on a quarterly
 basis. (See further discussion in Note# 7 to the consolidated financial statements herein and the Allowance for Loan Losses section of the MD&A.)

.....NON-INTEREST INCOME.....Non-interest income for the first quarter of 2002 totaled $1.4 million which
 represents a $274,000, or  25.1%, increase when compared to the same 2001 quarter. This increase resulted primarily from gains recognized
 from investment security sales of $162,000 in the first quarter of 2002. Additionally, wholesale cash processing fees increased $88,000 as
 a result of an expanded customer base in the first quarter of 2002.

.....NON-INTEREST EXPENSE.....Non-interest expense for the first quarter of 2002 totaled $5.6 million
which represents a $544,000, or 10.8%, increase when compared to the same 2001 quarter. This increase was primarily due to the following items:

- a $338,000, or 13.7%, increase in salaries and employee benefits, which resulted from normal annual salary
increases and an increase in full time equivalent employees.

- a $98,000 increase in supplies, postage and freight, which resulted primarily from additional costs
 associated with the annual report printing and mailing.

- a $111,000 increase in amortization of core deposit intangibles that resulted from the acquisition of
PA Capital Bank on July 1, 2001.

- the above increases, however, were partially offset by a $231,000, or 28.0%, decrease in other expense.
 This decrease resulted from a decrease in the expenses incurred for services provided by Ameriserv Financial, Inc. of $101,000 as well
 as a decrease in advertising expenditures of $86,000.

.....INCOME TAX EXPENSE.....The Companys provision for income taxes for the first quarter of
2002 increased $557,000 to $896,000 from the quarter ending March 31, 2001 as a result of a higher level of pretax earnings for the
three months ended March 31, 2002. Additionally, a refund from Ameriserv Financial, Inc. for federal income tax overpayments made
during the 1998 and 1999 tax years offset the tax provision for the quarter ended March 31, 2001. The Companys tax-free asset
holdings consist primarily of municipal investment securities, bank owned life insurance, and commercial loan tax anticipation notes.
 A net deferred income tax asset of $843,000 has been provided as of March 31, 2002, on the differences between taxable income for
 financial and tax reporting purposes.

.....NET OVERHEAD BURDEN.....The Companys efficiency ratio (non-interest expense divided by
total revenue) decreased to 61.0% for the three months ended March 31, 2002 compared to 70.4% for the same period of 2001. Significant
factors contributing to the lower efficiency ratio in 2002 is a higher level of net interest income and non-innterest income. These
positive factors, however, were partially offset by a higher level of non-interest expense.

---

INTEREST RATE SENSITIVITY

Asset/liability management involves managing the risks associated with changing interest rates and the
resulting impact on the Companys net interest income, net income and capital. The management and measurement of interest rate
 risk at Three Rivers Bancorp is performed by using the following tools:  1) simulation modeling which analyzes the impact of
 interest rate changes on net interest income, net income and capital levels over specific future time periods. The simulation
  modeling forecasts earnings under a variety of scenarios that incorporate changes in the absolute level of interest rates, the
  shape of the yield curve, prepayments and changes in the volumes and rates of various loan and deposit categories. The simulation
  modeling also incorporates all off balance sheet hedging activity as well as assumptions about reinvestment and the repricing
  characteristics of certain assets and liabilities without stated contractual maturities;  2) static GAP analysis
  which analyzes the extent to which interest rate sensitive assets and interest rate sensitive liabilities are matched at
  specific points in time; and 3) market value of portfolio equity sensitivity analysis. The overall interest rate risk position
  and strategies are reviewed by senior management and the Companys Board of Directors on an ongoing basis.

The following table
 presents a summary of the Companys static GAP positions (in thousands, except for the GAP ratios):

|                           |  | March 31,2002 |          | December 31,2001 |   | March 31,2001 |   
|-------------------------- |  | ------------- | -------- | ---------------- | - | ------------- | --
|                           |  |               |          |                  |   |               |   
|Six month cumulative GAP   |  |               |          |                  |   |               |   
|RSA                        |  | $             | 254,792  |                  | $ | 287,061       |   
|RSL                        |  |               | (295,922 | )                |   | (289,346      | ) 
|Off-balance sheet hedges   |  |               |         |                  |   |              |   
|                           |  |               |          |                  |   |               |   
|GAP                        |  | $             | (41,130  | )                | $ | (2,285        | ) 
|                           |  |               |          |                  |   |               |   
|GAP ratio                  |  |               | 0.86     | X                |   | 0.99          | X 
|                           |  |               |          |                  |   |               |   
|GAP as a % of total assets |  |               | (4.07    | )%               |   | (0.22         | )%
|One year cumulative GAP    |  |               |          |                  |   |               |   
|RSA                        |  | $             | 350,631  |                  | $ | 404,315       |   
|RSL                        |  |               | (389,945 | )                |   | (387,574      | ) 
|Off-balance sheet hedges   |  |               |         |                  |   |              |   
|                           |  |               |          |                  |   |               |   
|GAP                        |  | $             | (39,314  | )                | $ | 16,741        |   
|                           |  |               |          |                  |   |               |   
|GAP ratio                  |  |               | 0.90     | X                |   | 1.04          | X 
|                           |  |               |          |                  |   |               |   
|GAP as a % of total assets |  |               | (3.89    | )%               |   | (1.64         | )%

When March 31, 2002,
 is compared to December 31, 2001, both the Companys six month and one year cumulative GAP ratios became increasingly
  negative. This resulted primarily from a decrease in rate sensitive assets as of March 31, 2002.

---

Management places
primary emphasis on simulation modeling to manage and measure interest rate risk. The Companys asset liability management
 policy seeks to limit net interest income variability over the first twelve months of the forecast period to (7.5% and net
 income variability to (15.0% based upon varied economic rate forecasts which include interest rate movements of up to 200
 basis points and alterations of the shape of the yield curve. Additionally, the Company also uses market value sensitivity
 measures to further evaluate the balance sheet exposure to changes in interest rates. Market value of portfolio equity
 sensitivity analysis captures the dynamic aspects of long-term interest rate risk across all time periods by incorporating
 the net present value of expected cash flows from the Companys assets and liabilities. The Company monitors the trends
 in market value of portfolio equity sensitivity analysis on a quarterly basis.

The following table
 presents an analysis of the sensitivity inherent in the Companys net interest income, net income and market value of
 portfolio equity. The interest rate scenarios in the table compare the Companys base forecast or most likely rate
 scenario at March 31, 2002, to scenarios which reflect ramped increases and decreases in interest rates of 200 basis
 points along with performance in a stagnant rate scenario with interest rates held flat at the March 31, 2002, levels.
  The Companys most likely rate scenario is based upon published economic consensus estimates. Each rate scenario
  contains unique prepayment and repricing assumptions that are applied to the Companys expected balance sheet composition
  that was developed under the most likely interest rate scenario.

|Interest RateScenario |  | Variability of NetInterest Income |      | Variability ofNet Income |  | Change InMarket Value ofPortfolio Equity |  
|--------------------- |  | --------------------------------- | ---- | ------------------------ |  | ---------------------------------------- | -
|                      |  |                                   |      |                          |  |                                          |  
|Base                  |  |                                   | 0    | %                        |  | 0                                        | %
|Flat                  |  |                                   | 2.9  |                          |  | 6.2                                      |  
|200bp increase        |  |                                   | (4.8 | )                        |  | (10.1                                    | )
|200bp decrease        |  |                                   | (2.0 | )                        |  | (4.6                                     | )

As indicated in
the table, the maximum negative variability of Three Rivers Bancorps net interest income and net income over the
next twelve month period was (4.8%) and (10.1%) respectively, under an upward rate shock forecast reflecting a 200 basis
point increase in interest rates. The variability of market value of portfolio equity was (9.1%) under this interest
rate scenario. Finally, this sensitivity analysis is limited by the fact that it does not include any balance sheet
repositioning actions the Company may take should severe movements in interest rates occur such as lengthening or
shortening the duration of the securities portfolio or entering into additional off-balance sheet

hedging transactions. These actions would likely reduce the variability of each of the
 factors identified in the above table in the more extreme interest rate shock forecasts.

LIQUIDITY

Liquidity can
be analyzed by utilizing the Consolidated
Statement of Cash Flows. Cash equivalents decreased by $12.1 million from December 31, 2001 to March 31, 2002. During
the first three months of 2002 there was
$3.5 million of net cash provided by operating activities. This was more than offset by $728,000 of net cash used by
investing activities and $14.9 million
of net cash used by financing activities. Within investing activities, the cash needed for investment securities
purchases exceeded cash proceeds from
sales by $40.7 million. Cash advanced for new loan fundings totaled $44.3 million and exceeded the cash received
from loan principal payments by $1.8 million.

---

Within financing activities, net deposits decreased by $8.0 million due primarily to the run-off of certificates
 of deposits. Management believes that the
 Company maintains overall liquidity sufficient to satisfy its deposit requirements and meet its customers credit needs.

CAPITAL RESOURCES

As presented in Note# 11
 the Company exceeds all regulatory capital ratios at March 31, 2002. Furthermore, the Company is considered well
 capitalized under all applicable FDIC regulations. It is the Companys intent to maintain the FDIC well
 capitalized classification to ensure the lowest deposit insurance premium.

The Companys
 Board of Directors believes that dividends are a key component of total shareholder return, particularly for retail
 shareholders. During the first three months of 2001, the Company declared a $0.12 per share dividend. The fourth quarter
 2001 dividend was paid during the first quarter of 2002.

FORWARD LOOKING STATEMENT

This Form 10-Q
contains various forward-looking statements and includes assumptions concerning the Companys beliefs, plans,
objectives, goals, expectations, estimates, intentions, operations, future results, and prospects, including statements
that include the
words may, could, should, would, believe, expect, anticipate, estimate, intend, plan or similar expressions.
These forward-looking statements are based upon current expectations and are subject to risk and uncertainties. In
connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
 the Company provides the following cautionary statement identifying important factors (some of which are beyond the
  Companys control) that could cause the actual results or events to differ materially from those set forth
  in or implied by the forward-looking statements and related assumptions.

Such factors
include the following:  (i) risk resulting from the spin-off and the operation of Three Rivers Bancorp as a separate independent
company, (ii) the effect of changing regional and national economic conditions; (iii) the effects of trade, monetary
and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System; (iv)
significant changes in interest rates and prepayment speeds; (v) inflation, stock and bond market, and monetary fluctuations;
(vi) credit risks of commercial, real estate, consumer, and other lending activities; (vii) changes in federal and state banking
and financial services laws and regulations; (viii) the presence in the Companys market area of competitors with greater
financial resources than the Company; (ix) the timely development of competitive new products and services by the Company and
 the acceptance of those products and services by customers and regulators (when required); (x) the willingness of customers
 to substitute competitors products and services for those of the Company and vice versa; (xi) changes in consumer spending
  and savings habits; (xii) unanticipated regulatory or judicial proceedings; and (xiii) other external developments which could
  materially impact the Companys operational and financial performance.

---

The foregoing list of
important factors is not exclusive, and neither such list nor any forward-looking statement takes into account the impact that
any future acquisition may have on the Company and on any such forward-looking statement.

|Item 3. | Quantitative and Qualitative Discussion About Market Risk
|------- | ---------------------------------------------------------

Refer to Managements Discussion and Analysis, pages 21 thru 24 and Interest Rate Sensitivity
section on page 26 for discussion about Quantitative and Qualitative Market Risk.



---

Part II   Other Information

|Item 6. | Exhibits and Reports on Form 8-K
|------- | --------------------------------

|(a) |  | Exhibits. The following exhibits are being filed as a part of this Quarterly Report on Form 10-Q:
|--- |  | -------------------------------------------------------------------------------------------------

| | 15.1 |  | Independent Accountants Review Report
| | ---- |  | -------------------------------------

|(b) |  | Reports on Form 8-K: The following reports on Form 8-K were filed during the quarter ended
March 31, 2002:
|--- |  | ----------------------------------------------------------------------------------------------------------

None

Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant duly caused this report to be signed on its behalf by the undersigned thereunto
 duly authorized.

|                  |  |  | Three Rivers Bancorp, Inc.Registrant                         
|----------------- |  |  | -------------------------------------------------------------
|Date: May 9, 2002 |  |  | /s/ Terry K. Dunkle                                          
|                  |  |  |                                                              
|                  |  |  | Terry K. DunkleChairman, President andChief Executive Officer

|                  |  |  |                                                             
|----------------- |  |  | ------------------------------------------------------------
|Date: May 9, 2002 |  |  | /s/ Anthony M.V. Eramo                                      
|                  |  |  |                                                             
|                  |  |  | Anthony M.V. EramoVice President and Chief Financial Officer



---

STATEMENT OF MANAGEMENT RESPONSIBILITY

May 10, 2002

To the Stockholders andBoard of Directors ofThree Rivers Bancorp, Inc.

Management of Three Rivers Bancorp, Inc. and its subsidiaries have prepared the consolidated financial
statements and other information in the Form 10-Q in accordance with accounting principles generally accepted in the United States
and are responsible for its accuracy.

In meeting its responsibilities, management relies on internal accounting and related control and
monitoring systems, which include selection and training of qualified personnel, establishment and communication of accounting
and administrative policies and procedures, appropriate segregation of responsibilities, and programs of internal audit. These
systems are designed to provide reasonable assurance that financial records are reliable for preparing financial statements and
 maintaining accountability for assets, and that assets are safeguarded against unauthorized use or disposition. Such assurance
 cannot be absolute because of inherent limitations in any internal control system.

Management also recognizes its responsibility to foster a climate in which Company affairs are
conducted with the highest ethical standards. The Companys Code of Conduct, furnished to each employee and director,
addresses the importance of open internal communications, potential conflicts of interest, compliance with applicable laws,
including those related to financial disclosure, the confidentiality of propriety information, and other items. There is an
ongoing program to assess compliance with these policies.

The Audit Committee of the Companys Board of Directors consists solely of outside directors.
The Audit Committee meets periodically with management and the independent accountants to discuss audit, financial reporting,
and related matters. The Companys external and internal auditors have direct access to the Audit Committee.

|                                                              |  |  |                                                          
|------------------------------------------------------------- |  |  | ---------------------------------------------------------
|/s/ Terry K. Dunkle                                           |  |  | /s/ Anthony M.V. Eramo                                   
|                                                              |  |  |                                                          
|Terry K. Dunkle Chairman, President & Chief Executive Officer |  |  | Anthony M.V. EramoVice President &Chief Financial Officer

---

Independent Accountants Review Report

The Audit Committee of the Board of DirectorsThree Rivers Bancorp, Inc.

We have reviewed the accompanying consolidated balance sheets of Three Rivers Bancorp, Inc. and
subsidiaries (the Company) as of March 31, 2002 and 2001, and the related consolidated statements of income for the three
months then ended, and the consolidated statements of cash flows and changes in stockholders equity for the three
months ended March 31, 2002. These consolidated financial statements are the responsibility of the Companys management.

We conducted our review in accordance with standards established by the American Institute of
Certified Public Accountants. A review of interim financial information consists principally of applying analytical
procedures to financial data, and making inquiries of persons responsible for financial and accounting matters. It
is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the
 United States, which will be performed for the full year with the objective of expressing an opinion regarding the
  financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our reviews, we are not aware of any material modifications that should be made
to the accompanying consolidated financial statements referred to above for them to be in conformity with accounting
principles generally accepted in the United States.

We have previously audited, in accordance with auditing standards generally accepted in the
 United States, the consolidated balance sheet of Three Rivers Bancorp, Inc. and subsidiaries as of December 31, 2001,
 presented herein, and the related consolidated statements of income, stockholders equity, and cash flows for the
 year then ended, not presented herein, and in our report dated January 17, 2002, we expressed an unqualified opinion on
 those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated
 balance sheet as of December 31, 2001, is fairly stated, in all material respects, in relation to the consolidated
 balance sheet from which it has been derived.

|                                    |  |  | 
|----------------------------------- |  |  | 
|/s/ Ernst & Young                   |  |  | 
|Pittsburgh PennsylvaniaMay 10, 2002 |  |  | 

---

The Audit Committee of the Board of Directors Three Rivers Bancorp, Inc.

We are aware of the incorporation by reference in the Registration Statement (Form S-8 No.
 333-39160) pertaining to the Three Rivers Bancorp, Inc. Stock Option Plan, the Registration Statement (Form S-8 No.
 333-39166) pertaining to the Three Rivers Bancorp, Inc. Long-Term Incentive Plan, and the Registration Statement
 (Form S-8 No. 333-52798) pertaining to the Three Rivers Bancorp, Inc. 401(k) Plan of our report dated May 10, 2002
 relating to the unaudited consolidated interim financial statements of Three Rivers Bancorp, Inc. that are included
 in its Form 10-Q for the quarter ended March 31, 2002.

|                                     |  |  | 
|------------------------------------ |  |  | 
|/s/ Ernst & Young LLP                |  |  | 
|Pittsburgh, PennsylvaniaMay 10, 2002 |  |  |