UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



(Mark One)



Quarterly Report Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934



For the period ended March 31, 2001



Transaction Report Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934



For the transaction period from  to __



Commission File Number 0-29083

THREE RIVERS BANCORP, INC.

(Exact name of registrant as specified in its charter)





Pennsylvania

(State or other jurisdiction of incorporation                            (I.R.S. Employer Identification No.)

or organization)





2681 Mosside Boulevard, Monroeville, PA   15146-3315

(Address of principal executive offices)                                   (Zip Code)





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





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    				  No



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



Class                           	           	Outstanding at May 1, 2001

Common Stock, par value $0.01 		                               6,676,212

per share















INDEX





Page No.

PART I.   FINANCIAL INFORMATION:



Item 1.Quarterly Financial Statements



Consolidated Balance Sheets -

March 31, 2001, December 31, 2000,

and March 31, 2000	3

Consolidated Statements of Income -

Three Months Ended March 31, 2001,

and 2000	4



Consolidated Statement of Changes

in Stockholders' Equity -

Three Months Ended

March 31, 2001          	6



Consolidated Statements of Cash Flows -

Three Months Ended

March 31, 2001, and 2000	7



Notes to Consolidated Financial

Statements	8



Item 2. Management's Discussion and Analysis

of Consolidated Financial Condition

and Results of Operations	16





PART II.	OTHER INFORMATION:











THREE RIVERS BANCORP, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands)



|                                                                                                                                                                                                                                                                                              | March 31,     | December 31, | March 31,     
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- | ------------ | --------------
|                                                                                                                                                                                                                                                                                              | _2001_        | 2000         | 2000          
|                                                                                                                                                                                                                                                                                              | (Unaudited)   |              | (Unaudited)   
|ASSETS                                                                                                                                                                                                                                                                                        |               |              |               
|Cash and due from banks                                                                                                                                                                                                                                                                       | $      15,870 | $    15,471  | $       16,979
|Investment securities:                                                                                                                                                                                                                                                                        |               |              |               
|Available for sale                                                                                                                                                                                                                                                                            | 397,907       | 416,745      | 465,451       
|Loans                                                                                                                                                                                                                                                                                         | 501,054       | 488,956      | 476,475       
|Less:     Unearned income                                                                                                                                                                                                                                                                     | 28            | 31           | 51            
|Allowance for loan losses                                                                                                                                                                                                                                                                     | 5,494         | 5,393        | 5,027         
|Net loans                                                                                                                                                                                                                                                                                     | 495,532       | 483,532      | 471,397       
|Premises and equipment                                                                                                                                                                                                                                                                        | 4,630         | 4,775        | 5,295         
|Accrued income receivable                                                                                                                                                                                                                                                                     | 6,460         | 6,465        | 6,806         
|Goodwill and core deposit intangibles                                                                                                                                                                                                                                                         | 2,351         | 2,446        | 2,739         
|Bank owned life insurance                                                                                                                                                                                                                                                                     | 13,091        | 12,942       | 12,556        
|Other assets                                                                                                                                                                                                                                                                                  | 2,632         | 4,685        | 17,721        
|Net  assets of discontinued mortgage banking operations                                                                                                                                                                                                                                       | --            | --           | 10,159        
|TOTAL ASSETS                                                                                                                                                                                                                                                                                  | $   938,473   | $   947,061  | $  1,009,103  
|                                                                                                                                                                                                                                                                                              |               |              |               
|LIABILITIES                                                                                                                                                                                                                                                                                   |               |              |               
|Non-interest bearing deposits                                                                                                                                                                                                                                                                 | $      91,182 | $    86,181  | $      85,523 
|Interest bearing deposits                                                                                                                                                                                                                                                                     | 534,632       | 545,809      | 494,375       
|Total deposits                                                                                                                                                                                                                                                                                | 625,814       | 631,990      | 579,898       
|Federal funds purchased and securities sold under                                                                                                                                                                                                                                             |               |              |               
|agreements to repurchase                                                                                                                                                                                                                                                                      | 1,450         | 4,100        | 20,116        
|Other short-term borrowings                                                                                                                                                                                                                                                                   | --            | 5,066        | 23,200        
|Advances from Federal Home Loan Bank                                                                                                                                                                                                                                                          | 235,271       | 234,876      | 319,876       
|Long-term debt                                                                                                                                                                                                                                                                                | 593           | 633          | 2,159         
|Total borrowed funds                                                                                                                                                                                                                                                                          | 237,314       | 244,675      | 365,351       
|                                                                                                                                                                                                                                                                                              |               |              |               
|Other liabilities                                                                                                                                                                                                                                                                             | 12,329        | 11,672       | 8,520         
|TOTAL LIABILITIES                                                                                                                                                                                                                                                                             | 875,457       | 888,337      | 953,769       
|                                                                                                                                                                                                                                                                                              |               |              |               
|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; 6,676,212 and 6,675,212                    issued and outstanding on March 31, 2001                      and December 31, 2000,
respectively; not                       applicable to March 31, 2000 | 67            | 67           | 2,015         
|Surplus                                                                                                                                                                                                                                                                                       | 22,495        | 22,487       | 20,454        
|Retained earnings                                                                                                                                                                                                                                                                             | 41,550        | 40,819       | 49,847        
|Accumulated other comprehensive income (loss)                                                                                                                                                                                                                                                 | (1,096)       | (4,649)      | (16,982)      
|TOTAL STOCKHOLDERS' EQUITY                                                                                                                                                                                                                                                                    | 63,016        | 58,724       | 55,334        
|TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                                                                                                                                                                                                                    | $   938,473   | $   947,061  | $   1,009,103 



See accompanying notes to consolidated financial statements.

THREE RIVERS BANCORP, INC.

CONSOLIDATED STATEMENT OF INCOME

(In thousands, except per share data)

Unaudited



|                                                                           | Three Months Ended March 31,
|-------------------------------------------------------------------------- | ----------------------------
|                                                                           | 2001                        
|INTEREST INCOME                                                            |                             
|Interest and fees on loans and loans held for sale:                        |                             
|Taxable                                                                    | $   9,944                   
|Tax exempt                                                                 | 140                         
|Deposits with banks                                                        | 5                           
|Federal funds sold                                                         | 20                          
|Investment securities:                                                     |                             
|Available for sale                                                         | 6,382                       
|Total Interest Income                                                      | 16,491                      
|                                                                           |                             
|INTEREST EXPENSE                                                           |                             
|Deposits                                                                   | 6,683                       
|Federal funds purchased and securities
sold under agreements to repurchase | 24                          
|Other short-term borrowings                                                | 9                           
|Advances from Federal Home Loan Bank                                       | 3,785                       
|Long-term debt                                                             | 13                          
|Total Interest Expense                                                     | 10,514                      
|                                                                           |                             
|NET INTEREST INCOME                                                        | 5,977                       
|Provision for loan losses                                                  | 150                         
|                                                                           |                             
|NET INTEREST INCOME AFTER PROVISION FOR
LOAN LOSSES                        | 5,827                       
|                                                                           |                             
|NON-INTEREST INCOME                                                        |                             
|Trust fees                                                                 | 30                          
|Net realized loss on investment securities                                 | (3)                         
|Net realized loss on loans held for sale                                   | -                           
|Wholesale cash processing fees                                             | 144                         
|Service charges on deposit accounts                                        | 484                         
|Bank owned life insurance                                                  | 149                         
|Other income                                                               | 288                         
|Total Non-Interest Income                                                  | 1,092                       
|                                                                           |                             
|NON-INTEREST EXPENSE                                                       |                             
|Salaries and employee benefits                                             | 2,470                       
|Net occupancy expense                                                      | 485                         
|Equipment expense                                                          | 403                         
|Professional fees                                                          | 320                         
|Supplies, postage, and freight                                             | 208                         
|Miscellaneous taxes and insurance                                          | 213                         
|FDIC deposit insurance expense                                             | 30                          
|Amortization of goodwill and core deposit intangibles                      | 95                          
|Spin-off costs                                                             | --                          
|OREO expense                                                               | 12                          
|Other expense                                                              | 812                         
|Total Non-Interest Expense                                                 | $  5,048                    



See accompanying notes to consolidated financial statements.



CONTINUED ON NEXT PAGE



















CONSOLIDATED STATEMENT OF INCOME

CONTINUED FROM PREVIOUS PAGE

(In thousands, except per share data)

Unaudited



|                                                                        | Three Months Ended March 31,
|----------------------------------------------------------------------- | ----------------------------
|                                                                        | 2001                        
|                                                                        |                             
|INCOME BEFORE INCOME TAXES                                              | $   1,871                   
|Provision (benefit) for income taxes                                    | 339                         
|                                                                        |                             
|INCOME FROM CONTINUING OPERATIONS                                       | $   1,532                   
|Loss from discontinued Mortgage Banking
Operations, net of income taxes | -                           
|NET INCOME                                                              | $1,532                      
|                                                                        |                             
|PER COMMON SHARE DATA:                                                  |                             
|Basic:                                                                  |                             
|Income from continuing operations                                       | $     0.23                  
|Net income                                                              | 0.23                        
|Average shares outstanding                                              | 6,676,190                   
|Diluted:                                                                |                             
|Income from continuing operations                                       | $     0.23                  
|Net income                                                              | 0.23                        
|Average shares outstanding                                              | 6,681,179                   
|Cash dividends declared                                                 | $     0.12                  



.













































See accompanying notes to consolidated financial statements





































































THREE RIVERS BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY



Unaudited







|                                                    | Preferred
Stock | Common
Stock    | Surplus    | Retained
Earnings | Accumulated
Other
Comprehensive
Income | Total     
|--------------------------------------------------- | --------------- | --------------- | ---------- | ----------------- | -------------------------------------- | ----------
|                                                    |                 |                 |            |                   |                                        |           
|Balance, January 1,
2001                            | $             - | $            67 | $   22,487 | $     40,819      | $       (4,649)                        | $   58,724
|Net Income                                          | -               | -               | -          | 1,532             | -                                      | 1,532     
|Other comprehensive income,
net of tax              | -               | -               | -          | -                 | 3,553                                  | 3,553     
|Comprehensive income                                |                 |                 |            |                   |                                        | 5,085     
|Dividends declared                                  | -               | -               | -          | (801)             | -                                      | (801)     
|Stock options exercised              (1,000 shares) | -               | -               | 8          | -                 | -                                      | 8         
|Balance, March 31, 2001                             | $             - | $            67 | $   22,495 | $     41,550      | $       (1,096)                        | $   63,016



See accompanying notes to consolidated financial statements.

























































































THREE RIVERS BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

Unaudited



|                                                                      | Three Months Ended | Three Months Ended
|--------------------------------------------------------------------- | ------------------ | ------------------
|                                                                      | March 31, 2001     | March 31, 2000    
|OPERATING ACTIVITIES                                                  |                    |                   
|Net income                                                            | $    1,532         | $    1,183        
|Loss from discontinued mortgage banking operations                    | --                 | 267               
|Income from continuing operations                                     | 1,532              | 1,450             
|Adjustments to reconcile net income to net cash                       |                    |                   
|provided by operating activities:                                     |                    |                   
|Provision for loan losses                                             | 150                | 150               
|Depreciation and amortization                                         | (51)               | 97                
|Amortization expense of goodwill and core deposit intangibles         | 95                 | 105               
|Net amortization of investment securities                             | 44                 | 146               
|Net realized losses on investment securities                          | 3                  | 502               
|Net realized losses on loans and loans held for sale                  | --                 | 14                
|Decrease in accrued income receivable                                 | 5                  | 698               
|Increase (decrease) in accrued expense payable                        | 1,216              | (428)             
|Net decrease (increase) in other assets                               | 621                | (1,730)           
|Net decrease in other liabilities                                     | (559)              | (334)             
|Net cash provided by operating activities                             | 3,056              | 670               
|                                                                      |                    |                   
|INVESTING ACTIVITIES                                                  |                    |                   
|Purchases of investment securities and other short-term investments - |                    |                   
|available for sale                                                    | (8,520)            | (10,817)          
|Proceeds from maturities of investment securities and                 |                    |                   
|other short-term investments - available for sale                     | 11,807             | 10,840            
|Proceeds from sales of investment securities and                      |                    |                   
|other short-term investments - available for sale                     | 20,970             | 56,937            
|Long-term loans originated                                            | (54,420)           | (22,092)          
|Principal collected on long-term loans                                | 41,539             | 22,152            
|Loans sold or participated                                            | --                 | 2,679             
|Net decrease in credit card receivable and other short-term loans     | 918                | 114               
|Purchases of premises and equipment                                   | (226)              | (107)             
|Sale/retirement of premises and equipment                             | --                 | 51                
|Net cash provided by investing activities                             | 12,068             | 59,757            
|                                                                      |                    |                   
|FINANCING ACTIVITIES                                                  |                    |                   
|Net (decrease) increase in deposits                                   | (6,176)            | 7,203             
|Net (decrease) increase in federal funds purchased, securities sold   |                    |                   
|under agreements to repurchase, and other short-term borrowings       | (7,716)            | 17,003            
|Net principal repayments of advances from                             |                    |                   
|Federal Home Loan Bank                                                | --                 | (90,000)          
|Repayments of long-term debt                                          | (40)               | (46)              
|Common stock dividends paid                                           | (801)              | (1,836)           
|Proceeds from stock options exercised                                 | 8                  | --                
|Net cash used by financing activities                                 | (14,725)           | (67,676)          
|                                                                      |                    |                   
|NET INCREASE (DECREASE) IN CASH EQUIVALENTS                           | 399                | (7,249)           
|CASH EQUIVALENTS AT JANUARY 1                                         | 15,471             | 24,228            
|CASH EQUIVALENTS AT MARCH 31                                          | $ 15,870           | $ 16,979          



See accompanying notes to consolidated financial statements.





















NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.  Organization



On April 1, 2000, USBANCORP, Inc. executed its approved Board of Directors plan to split it's banking subsidiaries into two separate publicly traded companies and Three Rivers Bancorp, Inc. ("Three Rivers Bancorp, Inc." or
"the Company") was formed. On this date, Three Rivers Bank was spun-off from USBANCORP, Inc. and into the Company.



Under the tax-free spin-off plan, 100% of the shares of Three Rivers Bancorp, Inc., were distributed as a dividend to the shareholders of USBANCORP as a 1 for 2 stock dividend based on their existing USBANCORP ownership.  Standard
Mortgage Company ("SMC"), a mortgage banking company, a subsidiary of Three Rivers Bank, was internally spun-off from Three Rivers Bank to the USBANCORP prior to consummation of the Three Rivers Bank spin-off.  As a result of the spin-off of
SMC, on April 1, 2000, total assets and equity at Three Rivers Bank decreased by $10,159,000, the net equity of SMC.



For the spin-off of Three Rivers Bank to be considered "tax-free", USBANCORP, Inc. petitioned to and received from the Internal Revenue Service a private letter ruling. This private letter ruling contains certain commitments
on the part of the Company including no change in control for a two-year period and a requirement to raise capital within one year after the spin-off. The requirement to raise capital could include issuing capital stock in connection with a business
combination.



On February 1, 2001, the Company and The Pennsylvania Capital Bank ("PA Capital Bank") announced that they signed a definitive agreement for the Company to acquire all the stock of PA Capital Bank and to merge PA Capital Bank
into Three Rivers Bank.



Pursuant to the definitive agreement, the transaction pricing has been calculated using an underlying exchange ratio of 4.61 and price of the Company's stock at $9.00, creating a value of $41.50 a share for PA Capital's stock.  Each PA
Capital Bank shareholder will receive 90% of the deal price in the Company's stock and 10% in cash.  The exchange ratio may be adjusted to reflect the exercise of outstanding options.



Based on the Company's stock price of $9.00, and assuming 100% redemption of the options, the value price of the transaction would be $20 million comprised of $16.6 million in the Company's stock and $3.4 million in cash including $1.6
million needed to cash out the PA Capital Bank options.  The price is approximately 175% of PA Capital's December 31, 2000 book value and 16.4 times its 2000 earnings.  Using this example, the Company would issue approximately 1.83 million additional
shares in the transaction, which will be recorded under the purchase method of accounting.



Pending approval by shareholders of both the Company and PA Capital Bank and various regulatory agencies, the transaction is expected to close at the beginning of the third quarter of 2001.



The merger is intended to satisfy the capital raising requirement of the private letter ruling.  However, because the merger will not be closed by April 1, 2001, the private letter ruling is no longer conclusively binding on the IRS.
On April 19, 2001, USBANCORP applied to the IRS for a supplemental ruling that the merger satisfies the requirements set forth in the original private letter ruling.  Although there can be no assurance, the Company believes that the IRS will likely issue
such supplemental ruling.



If the IRS does not issue a supplemental ruling affirming the continuing validity of the original private letter ruling, USBANCORP and its shareholders will not be able to rely on the original private letter ruling.  Consequently, the
IRS could assert that the spin-off was a taxable dividend by USBANCORP to its shareholders.  If this challenge were successful, the shareholders of USBANCORP who received stock of the Company in the spin-off would be deemed to have received a taxable
dividend.  In addition, USBANCORP would be taxed to the extent that the fair market value of the Company's stock immediately after the spin-off exceeded its tax basis as part of USBANCORP immediately prior to the spin-off.  By virtue of the Tax Separation
Agreement entered into by USBANCORP and the Company in connection with the spin-off, the Company could be held liable for such tax.



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 generally accepted accounting principles 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, 2000, 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.  The Company's results are included in the
consolidated federal income tax return of USBANCORP, Inc. through March 31, 2000.  For the portion of the year beginning April 1, 2000, the Company will file its own consolidated federal income tax return with the Internal Revenue Service.  During the
first quarter 2001, the Company was not required to make any payments for federal income taxes.  During the first quarter 2000, the Company made payments to USBANCORP, Inc. for federal income taxes, which totaled $1,382,000.  Total interest expense paid
amounted to $9,298,000 in 2001's first three months compared to $11,415,000 in the same 2000 period.



1. Recent Accounting Pronouncement



Derivatives that are not designated as hedges must be adjusted to fair value through earnings.  If the derivative is designated as a hedge, depending on the nature of the hedge, changes in derivatives' fair
value will be either offset against the changes in fair value or expected future cash flows of the hedged assets, liabilities or firm commitments through earnings or recognized in other comprehensive income until the hedged item is recognized in earnings.
 The ineffective portion of a derivative's change in fair value will be immediately recognized in earnings.



The Company uses various interest rate contracts, such as interest rate swaps, caps and floors, to help manage interest rate and market valuation risk exposure, which is incurred in normal banking activities.  These interest rate
contracts function as hedges against specific assets or liabilities in the Consolidated Balance Sheet.  The Company monitors and controls all off-balance sheet derivative products with a comprehensive Board of Director approved hedging policy.  This
policy permits a total maximum notional amount outstanding of $300 million for interest rate swaps, and interest rate caps/floors.



As of March 31, 2001, the Company had one off-balance sheet derivative transaction outstanding.  A FHLB advance that matures quarterly is being used to fund fixed-rate agency mortgage-backed securities with durations ranging from three
to five years.   Under a swap agreement, the Company pays a fixed-rate of interest and receives a floating-rate.  The interest differential to be paid or received is accrued by the Company and recognized as an adjustment to interest income or interest
expense of the underlying assets or liabilities being hedged.  Because only interest payments are exchanged, the cash requirement and exposure to credit risk are significantly less than the notional amount.  The following table summarizes the interest
rate swap transaction which impacted the Company's first three months of 2001 performance:





|            |          |             |       |          |           | Increase    
|----------- | -------- | ----------- | ----- | -------- | --------- | ------------
|            |          |             | Fixed | Floating |           | (Decrease)  
|Notional    | Start    | Termination | Rate  | Rate     | Repricing | Of Interest 
|Amount      | Date     | Date        | Paid  | Received | Frequency | Expense     
|$40,000,000 | 10-25-99 | 10-25-01    | 6.41% | 5.89%    | Quarterly | $     52,267



The mark-to-market values of both the fair value hedge instrument and the underlying debt obligation are recorded as equal and offsetting unrealized gains and losses in the interest expense component of the
income statement.  The existing fair value hedge is 100% effective.  As a result, there is no current impact to earnings due to hedge ineffectiveness, and therefore, the adoption of FAS 133 did not have a material impact on the Company's consolidated
financial statements.







Comprehensive income totaled $5.1 million and $1.4 million for the first quarter of 2001 and 2000, 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, 2001

|                            |             | Gross       | Gross          |           
|--------------------------- | ----------- | ----------- | -------------- | ----------
|                            | Book        | Unrealized  | Unrealized     | Market    
|                            | Value       | Gains       | Losses         | Value     
|U.S. Treasury               | $     4,050 | $        93 | $           -- | $    4,143
|U.S. Agency                 | 9,905       | 32          | --             | 9,937     
|State and municipal         | 29,079      | 49          | (444)          | 28,684    
|U.S. Agency mortgage-backed |             |             |                |           
|securities                  | 334,802     | 1,287       | (2,160)        | 333,929   
|Other securities(F1)        | 21,981      | 2           | (769)          | 21,214    
|Total                       | $ 399,817   | $    1,463  | $  (3,373)     | $  397,907



(F1)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, 2001, 97.6% of the portfolio was rated "AAA" compared to 98.1% at March 31, 2000.  Less than 1.1% of the portfolio was rated below "A" or unrated on March 31, 2001.



As of March 31, 2001, the Company had investment securities with a market value of $315 million pledged to secure borrowed funds and public deposits.



6.	   Loans



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



|                              | March 31    | December 31 | March 31   
|----------------------------- | ----------- | ----------- | -----------
|                              | 2001        | 2000        | 2000       
|Commercial                    | $    53,858 | $   44,569  | $    47,980
|Commercial loans secured      |             |             |            
|by real estate                | 245,773     | 237,830     | 207,224    
|Real estate - mortgage        | 176,260     | 181,066     | 191,602    
|Consumer                      | 25,163      | 25,491      | 29,669     
|Loans                         | 501,054     | 488,956     | 476,475    
|Less:  Unearned income        | 28          | 31          | 51         
|Loans, net of unearned income | $  501,026  | $ 488,925   | $  476,424 



Real estate-construction loans were not material at these presented dates and comprised 2.7% of total loans net of unearned income at March 31, 2001.  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 Ended |          | 
|-------------------------------------------- | ------------------ | -------- | 
|                                             | March 31,          |          | 
|                                             | 2001               | 2000     | 
|Balance at beginning of period               | $ 5,393            | $  5,021 | 
|Reduction due to spin-off of TRB             | -                  | -        | 
|Charge-offs:                                 |                    |          | 
|Commercial                                   | 3                  | 158      | 
|Real estate-mortgage                         | 37                 | 67       | 
|Consumer                                     | 34                 | 12       | 
|Total charge-offs                            | 74                 | 237      | 
|Recoveries:                                  |                    |          | 
|Commercial                                   | --                 | 13       | 
|Real estate-mortgage                         | 11                 | 69       | 
|Consumer                                     | 14                 | 11       | 
|Total recoveries                             | 25                 | 93       | 
|                                             |                    |          | 
|Net charge-offs                              | 49                 | 144      | 
|Provision for loan losses                    | 150                | 150      | 
|Balance at end of period                     | $  5,494           | $  5,027 | 
|                                             |                    |          | 
|As a percent of average loans and loans held |                    |          | 
|for sale, net of unearned income:            |                    |          | 
|Annualized net charge-offs                   | 0.04%              | 0.12%    | 
|Annualized provision for loan losses         | 0.12               | 0.13     | 
|Allowance as a percent of loans and loans    |                    |          | 
|held for sale, net of unearned income        | 1.10               | 1.06     | 
|Total classified loans                       | $24,835            | $15,244  | 



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 | December 31 | March 31
|--------------------------- | -------- | ----------- | --------
|                            | 2001     | 2000        | 2000    
|                            |          |             |         
|Non-accrual loans           | $  2,017 | $ 2,324     | $ 2,829 
|Loans past due 90           |          |             |         
|days or more                | --       | 201         | 50      
|Other real estate owned     | 154      | 70          | 5,828   
|Total non-performing assets | $  2,171 | $  2,595    | $ 8,707 
|Total non-performing        |          |             |         
|assets as a percent         |          |             |         
|of loans and loans          |          |             |         
|held for sale, net          |          |             |         
|of unearned income,         |          |             |         
|and other real estate owned | 0.43%    | 0.53%       | 1.81%   



The Company is unaware of any additional loans which are required to either be charged-off or added to the non-performing asset totals disclosed above.  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 Ended

March 31,

|                                  | 2001    | 2000   |  | 
|--------------------------------- | ------- | ------ |  | 
|Interest income due in accordance |         |        |  | 
|with original terms               | $     5 | $   12 |  | 
|Interest income recorded          | (2)     | (1)    |  | 
|Net reduction in interest income  | $     3 | $   11 |  | 



9.



The Company's balance sheet shows both tangible assets (such as loans, buildings, and investments) and intangible assets (such as core deposit intangibles).  The Company now carries $2.4 million of core deposit intangible assets on
its balance sheet. The majority of these intangible assets came from the 1998 acquisition of two National City Branch offices in Allegheny County with $27 million in deposits, and the 1999 acquisition of a First Western Branch with $21 million in
deposits.   As of September 30, 2000, the Company's goodwill was fully amortized.  A reconciliation of the Company's intangible asset balances is as follows (in thousands):





|Balance at December 31, 2000 | $   2,446
|---------------------------- | ---------
|Amortization expense         | (95)     
|Balance at March 31, 2001    | $   2,351



The Company is amortizing core deposit intangibles over periods ranging from five to ten 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 2001 | $     285
|-------------- | ---------
|2002           | 380      
|2003           | 380      
|2004           | 380      
|2005           | 380      
|2006 and after | 546      
|Total          | $2,351   



10.



Total FHLB borrowings consist of the following at March 31, 2001, (in thousands, except percentages):





|               |            | Weighted
|-------------- | ---------- | --------
|               |            | Average 
|Maturing       | Amount     | Rate    
|               |            |         
|2001           | $   79,271 | 6.27%   
|2002           | 6,000      | 7.25    
|2005           | 50,000     | 7.06    
|2010 and after | 100,000    | 6.01    
|               |            |         
|               | $ 235,271  | 6.35%   



All of the above borrowings bear a fixed-rate of interest. As of March 31, 2001, there is a $40 million Open Repo Plus advance, included in the 2001 category, with a rate of 5.6% and a maturity date of April 24, 2001.  This Repo is
hedged by an interest rate swap as described in MD&A.  Upon maturity, the Company entered into a new Repo agreement, for the same amount, with a rate of 4.39% and a maturity date of July 25, 2001.  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, 2001, the Company meets all capital adequacy requirements to which it is subject.



As of March 31, 2001, and 2000, as well as, December 31, 2000, 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.





|As of March 31, 2001                     | Actual     | For Capital Adequacy Purposes | To Be Well Capitalized Under Prompt Corrective Action Provisions
|---------------------------------------- | ---------- | ----------------------------- | ----------------------------------------------------------------
|                                         | Amount     | Ratio                         | Amount                                                          
|                                         |            | (In thousands, except ratios) |                                                                 
|Total Capital (to Risk Weighted Assets)  |            |                               |                                                                 
|Three Rivers Bancorp, Inc.               | $   67,255 | 12.91%                        | $   41,676                                                      
|Three Rivers Bank                        | 63,092     | 12.11                         | 41,666                                                          
|Tier 1 Capital (to Risk Weighted Assets) |            |                               |                                                                 
|Three Rivers Bancorp, Inc.               | 61,761     | 11.86                         | 20,838                                                          
|Three Rivers Bank                        | 57,598     | 11.06                         | 20,833                                                          
|Tier 1 Capital (to Average Assets)       |            |                               |                                                                 
|Three Rivers Bancorp, Inc.               | 61,761     | 6.62                          | 37,332                                                          
|Three Rivers Bank                        | 57,598     | 6.17                          | 37,332                                                          



MANAGEMENT'S DISCUSSION AND ANALYSIS OF CONSOLIDATED FINANCIAL CONDITION AND RESULTS OF  OPERATIONS

("M.D.& A.")



COMPARISON OF FINANCIAL CONDITION AT MARCH 31, 2001 AND DECEMBER 31, 2000



.....BALANCE SHEET OVERVIEW.....



Total deposits decreased by $6.2 million, or 1.0%, since December 31, 2000.  The Company's total borrowed funds position decreased $7.4 million, or 3.0%, during the period.  Total equity increased by $4.3 million due to a decrease 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, | December 31, | March 31,
|---------------------------------- | --------- | ------------ | ---------
|                                   | 2001      | 2000         | 2000     
|Total loan delinquency (past due   |           |              |          
|30 to 89 days)                     | $ 3,823   | $5,329       | $ 3,670  
|Total non-accrual loans            | 2,017     | 2,324        | 2,829    
|Total non-performing assets*       | 2,171     | 2,595        | 8,707    
|Loan delinquency, as a percentage  |           |              |          
|of total loans and loans held      |           |              |          
|for sale, net of unearned income   | 0.76%     | 1.09%        | 0.77%    
|Non-accrual loans, as a percentage |           |              |          
|of total loans and loans held      |           |              |          
|for sale, net of unearned income   | 0.40      | 0.48         | 0.59     
|Non-performing assets, as a        |           |              |          
|percentage of total loans and      |           |              |          
|loans held for sale, net of        |           |              |          
|unearned income, and other         |           |              |          
|real estate owned                  | 0.43      | 0.53         | 1.81     



*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, 2001, and December 31, 2000, total loan delinquency decreased $1.5 million, causing the delinquency ratio to decrease 33 basis points to 0.76%.  Total non-performing assets decreased by $424,000 since December 31,2000
causing the non-performing assets to total loans, net of unearned income and OREO, ratio to decrease to 0.43%.



.....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 which 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 based on
careful analysis of the loan's performance, the related collateral value, cash flow considerations and the financial capability of any guarantor.



- 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, | December 31, | March 31,
|------------------------------ | --------- | ------------ | ---------
|                               | 2001      | 2000         | 2000     
|Allowance for loan losses      | $ 5,494   | $ 5,393      | $ 5,027  
|Allowance for loan losses as a |           |              |          
|percentage of each of          |           |              |          
|the following:                 |           |              |          
|total loans and loans          |           |              |          
|held for sale,                 |           |              |          
|net of unearned income         | 1.10%     | 1.10%        | 1.06%    
|total delinquent loans         |           |              |          
|(past due 30 to 89 days)       | 143.71    | 101.20       | 136.98   
|total non-accrual loans        | 272.38    | 232.06       | 177.70   
|total non-performing assets    | 253.06    | 207.82       | 174.61   



Since December 31, 2000, the balance in the allowance for loan losses has increased $101,000 while the balance of total loans increased by $12.1 million.  The increase in the allowance for loan losses is
the result of the 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, 2001, was 272% 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 $489,000 at March 31, 2001, and $575,000 at March 31, 2000, being specifically identified as impaired and a corresponding allocation reserve of $200,000 at March 31, 2001 and no corresponding allocation
reserve at March 31, 2000.  The average outstanding balance for loans being specifically identified as impaired was $489,000 for the first three months of 2001 compared to $575,000 for the first three months of 2000.  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 2001 or 2000.



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, 2001                  December 31, 2000             March 31, 2000

|               |            | Percent of |           | Percent of |          | Percent of
|-------------- | ---------- | ---------- | --------- | ---------- | -------- | ----------
|               |            | Loans in   |           | Loans in   |          | Loans in  
|               |            | Each       |           | Each       |          | Each      
|               |            | Category   |           | Category   |          | Category  
|               | Amount     | to Loans   | Amount    | to Loans   | Amount   | to Loans  
|Commercial     | $      783 | 10.7%      | $     605 | 9.1%       | $    462 | 10.1%     
|Commercial     |            |            |           |            |          |           
|loans secured  |            |            |           |            |          |           
|by real estate | 4,093      | 49.1       | 4,103     | 48.7       | 1,749    | 43.5      
|Real estate -  |            |            |           |            |          |           
|mortgage       | 291        | 35.2       | 300       | 37.0       | 488      | 40.2      
|Consumer       | 132        | 5.0        | 139       | 5.2        | 180      | 6.2       
|Allocation to  |            |            |           |            |          |           
|General risk   | 195        | -          | 246       | -          | 2,148    | -         
|Total          | $   5,494  | 100.0%     | $  5,393  | 100.0%     | $  5,027 | 100.0%    





Although real estate-mortgage loans comprise approximately 35% of the Company's total loan portfolio, only $291,000 or 5.3% 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, 2001, management of the Company believes the allowance for loan losses is adequate to cover estimated losses within the Company's loan portfolio.  Although the allowance is allocated to specific components of the loan
portfolio, it is available to cover any losses regardless of the component of the loan portfolio.















COMPARISON OF THE RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000



.....PERFORMANCE OVERVIEW.....   Three Rivers Bancorp, Inc. was spun off from USBANCORP, Inc. on April 1, 2000.  Accordingly, the following results for the three months ended March 31, 2001 represent a quarter in which Three Rivers
Bancorp, Inc operated as an independent company, while the results for the three months ended March 31, 2000 represent a quarter in which the Company operated as a subsidiary of USBANCORP, Inc.



Under the tax-free spin-off plan, 100% of the shares of Three Rivers Bancorp, Inc, were distributed as a dividend to the shareholders of the USBANCORP as a 1 for 2 stock dividend based on their existing USBANCORP ownership.  Standard
Mortgage Company (SMC), a mortgage banking company, a subsidiary of Three Rivers Bank, was internally spun-off from Three Rivers Bank to the USBANCORP prior to consummation of the Three Rivers Bank spin-off.



As a result of the spin-off, first quarter 2000 results were negatively affected by $458,000 of spin-off related costs, which negatively effected earnings per share by $0.04.  During the first quarter of 2000, the Internal Revenue
Service completed its examination of USBANCORP, Inc.'s federal income tax returns (of which the Company was included) through the 1997 tax year.  As a result of a change in the estimate of the Company's income tax liability, the Company reversed tax
expense accruals of $750,000, resulting in a negative income tax provision for the first quarter of 2000 of $477,000.



The Company's income from continuing operations for the first quarter of 2001 totaled $1.5 million or $0.23 per share on a diluted basis.  The first quarter 2001 results are higher when compared with the $1.2 million or $0.22 per
diluted share for the first quarter of 2000.



The Company's return on equity (ROE) averaged 10.63% for the first quarter of 2001 compared to 12.75% ROE in the first quarter of 2000.



Net interest income decreased by $1.1 million, or 15.7%, as a result of rising interest rates causing compression in the net interest margin from 2.85% in the first quarter of 2000 to 2.65% in the first quarter of 2001.  The Company's
equity base has been positively affected by an increase in other comprehensive income due to an increase in value of the Company's available for sale securities portfolio.  This increase, however, was partially offset by a reduction due to the dividend of
the mortgage banking subsidiary on April 1, 2000.  The following table summarizes some of the Company's key performance indicators (in thousands, except per share and ratios):



|                                          | Three Months Ended | Three Months Ended
|----------------------------------------- | ------------------ | ------------------
|                                          | March 31, 2001     | March 31, 2000    
|Income from continuing operations         | $    1,532         | $ 1,450           
|Diluted earnings per share                | 0.23               | 0.22              
|Return on average equity                  | 10.63%             | 12.75%            
|Return on average assets                  | 0.65               | 0.56              
|Average diluted common shares outstanding | 6,681              | 6,665             



.....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 2001 to the first quarter of 2000 (in thousands, except percentages):





|                                   | Three Months Ended
March 31, | Net           |              
|---------------------------------- | ---------------------------- | ------------- | -------------
|                                   | 2001                         | 2000          | Change       
|Interest Income                    | $     16,491                 | $     18,100  | $     (1,609)
|Interest Expense                   | 10,514                       | 11,011        | (497)        
|Net interest income                | 5,977                        | 7,089         | (1,112)      
|Tax-equivalent adjustment          | 106                          | 205           | (99)         
|Net tax-equivalent interest income | $       6,083                | $       7,294 | $     (1,211)
|                                   |                              |               |              
|Net interest margin                | 2.65%                        | 2.85%         | (0.20)%      





Three Rivers Bancorp's net interest income on a tax-equivalent basis decreased by $1.2 million, or 16.6%, due primarily to compression of the net interest margin percentage.  Total average earning assets
decreased $109.6 million during the first quarter 2001 compared to the same period of 2000.  This resulted from a $118.7 million, or 22.3%, decrease in investment securities, which was partially offset by an increase in total loans of $7.8 million, or
1.6%.



The income reduction from this decrease in earning assets was coupled with a 20 basis point decline in the net interest margin to 2.65%.  The drop in the net interest margin reflects a 16 basis point increase in the earning asset
yield, but was more than offset by a 56 basis point increase in the cost of funds.  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
further margin compression as a result of the leverage program the Company has had in place over the last five 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 plus or minus 7.5% and net income variability to plus or minus 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 2001 decreased by $1.7 million or 9.3%
when compared to the same 2000 period.  This decrease was due to the $109.6 million or 10.9% decrease in total average earning assets.  Within the earning asset base, the yield on the total loan portfolio increased by 21 basis points to 8.35% due to the
upward repricing of floating-rate loans and the shift in the loan portfolio to the higher yielding commercial and commercial real estate loans.  The yield on total investment securities decreased by 16 basis points to 6.23% due to the increased
prepayments and the corresponding increase in the amortization of premiums.



The Company's total interest expense for the first quarter of 2001 decreased by $497,000, or 4.5% when compared to the same 2000 period.  This lower interest expense was due to the decrease in average interest bearing liabilities of
$121.5 million, or 13.5%.  This, however, was partially offset by a 56 basis point increase in the yield on interest bearing liabilities, to an average of 5.47% for the first quarter of 2001.



The decrease in interest-bearing liabilities results from a decrease in borrowed funds of $175.8 million, or 42.5%, which was partially offset by an increase in total deposits of $54.3 million, or 11.1%.  The increase in total deposits
is primarily the result of special rate incentives offered by the Bank to increase the certificate of deposit portfolio.  As a result, certificate of deposits increased $67.1 million, or 20.3%.  The proceeds received from investment security principal and
interest receipts 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 6.53% in the first quarter of 2001 which was 78 basis points
higher than their cost in the prior year first quarter and 153 basis points greater than the average cost of deposits which was 5.00% in the first quarter.  Overall, the Company's total cost of funds increased by 56 basis points to 5.47%.



It is recognized that interest rate risk does exist from this use of borrowed funds to leverage the balance sheet.  To neutralize a portion of this risk, the Company has executed a total of $40 million of off-balance sheet hedging
transactions which help fix the variable funding costs associated with the use of short-term borrowings to fund earning assets.  (See further discussion under Note 3.)  The Company also has asset liability policy parameters which limit the maximum amount
of borrowings to 40% of total assets. For the first quarter of 2001, the level of short-term borrowed funds and FHLB advances to total assets averaged 25.4%. At quarter end, the Company had borrowed funds to total assets of 25.3%, 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



|                                                                                                           | 2001 Actual |           | 2000 Actual
|---------------------------------------------------------------------------------------------------------- | ----------- | --------- | -----------
|                                                                                                           |             | Interest  |            
|                                                                                                           | Average     | Income/   | Yield/     
|                                                                                                           | Balance     | Expense   | Rate       
|Interest earning assets:                                                                                   |             |           |            
|Loans and loans held
for sale, net of
unearned income                                                      | $  483,440  | $  10,121 | 8.35%      
|Deposits with banks                                                                                        | 480         | 5         | 4.44       
|Federal funds sold                                                                                         | 1,503       | 20        | 5.35       
|Total investment securities                                                                                | 414,548     | 6,451     | 6.23       
|Total interest earning
assets/interest income                                                              | 899,971     | 16,597    | 7.39       
|Non-interest earning assets:                                                                               |             |           |            
|Cash and due from banks                                                                                    | 13,745      |           |            
|Premises and equipment                                                                                     | 4,767       |           |            
|Other assets                                                                                               | 22,614      |           |            
|Allowance for loan losses                                                                                  | (5,452)     |           |            
|TOTAL ASSETS                                                                                               | $  935,645  |           |            
|                                                                                                           |             |           |            
|Interest bearing liabilities:                                                                              |             |           |            
|Interest bearing deposits:                                                                                 |             |           |            
|Interest bearing demand                                                                                    | $   41,233  | $     81  | 0.80%      
|Savings                                                                                                    | 57,549      | 288       | 2.03       
|Money markets                                                                                              | 46,153      | 363       | 3.19       
|Other time                                                                                                 | 397,122     | 5,951     | 6.08       
|Total interest bearing deposits                                                                            | 542,057     | 6,683     | 5.00       
|Short term borrowings:                                                                                     |             |           |            
|Federal funds purchased,   securities sold under  agreements to repurchase and other short-term borrowings | 2,251       | 33        | 5.86       
|Advances from Federal
Home Loan Bank                                                                       | 235,009     | 3,785     | 6.53       
|Long-term debt                                                                                             | 617         | 13        | 8.47       
|Total interest bearing
liabilities/interest expense                                                        | 779,934     | 10,514    | 5.47       
|Non-interest bearing liabilities:                                                                          |             |           |            
|Demand deposits                                                                                            | 88,028      |           |            
|Other liabilities                                                                                          | 10,049      |           |            
|Stockholders' equity                                                                                       | 57,634      |           |            
|TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY                                                                 | $  935,645  |           |            
|Interest rate spread                                                                                       |             |           | 1.92       
|Net interest income/
net interest margin                                                                   |             | 6,083     | 2.65%      
|Tax-equivalent adjustment                                                                                  |             | (106)     |            
|Net Interest Income                                                                                        |             | $  5,977  |            









.....PROVISION FOR LOAN LOSSES.....



.....NON-INTEREST INCOME.....Non-interest income for the first quarter of 2001 totaled $1.1 million which represents a $469,000, or 75.3%, increase when compared to the same 2000 quarter.  This increase was primarily due to the
recognition of net loss' from security sales of $502,000 during the first quarter of 2000.



.....NON-INTEREST EXPENSE.....Non-interest expense for the first quarter of 2001 totaled $5.0 million which represented a $1.5 million, or 23.4%, decrease when compared to the same 2000 quarter. This decrease was primarily due
to the following items:



- as a result of the spin-off on April 1, 2000, the Company incurred $458,000 of related expenses in the first quarter of 2000.



- a $820,000 decrease in OREO expense, which is primarily the result of a $735,000 write down of an Other Real Estate Owned property during the first quarter of 2000 that was acquired through a foreclosure on a commercial real estate
loan.



- a $209,000, or 20.5%, decrease in other expenses during the first quarter 2001 compared to the first quarter 2000.  The decrease is primarily the result of a decrease in expenses incurred for services provided by USBANCORP, Inc. of
$169,000.



.....INCOME TAX EXPENSE.....The Company's provision for income taxes for the first quarter of 2001 increased $816,000 to $339,000 from March 31, 2000 as a result of the Company changing it's first quarter 2000 income tax liability
estimate by approximately $750,000, which resulted in a negative provision.  This resulted from an Internal Revenue Service examination of USBANCORP, Inc.'s tax returns thru 1997, which included the Company.  Additionally, a refund from USBANCORP, Inc.
offset the tax provision for the quarter ended March 31, 2001 for federal income tax overpayments made during the 1998 and 1999 tax years.  During that time, Three Rivers Bank was a consolidated entity of USBANCORP, Inc., and as outlined by the tax
separation agreement entered into by the Companies at spin-off, the Company is entitled to Three Rivers Bank's portion of such overpayments.    The Company's tax-free asset holdings consist primarily of municipal investment securities, bank owned life
insurance, and commercial loan tax anticipation notes.  Net deferred income taxes of $863,000 have been provided as of March 31, 2001, 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 70.6% for the three months ended March 31, 2001 compared to 83.2% for the same period of 2000.  Factors
contributing to the higher efficiency ratio in 2000 included the compression experienced in the net interest margin and an increased level of non-interest expense that resulted from spin-off costs and OREO charges recognized during the quarter.
Furthermore, the efficiency ratio for the first quarter of 2000 was negatively impacted by a lower level of non-interest income, which resulted from the net realized losses incurred from investment security sales.



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,
2001 | December 31,
2000 | March 31,
2000
|---------------------------------------- | -------------- | ----------------- | --------------
|Six month cumulative GAP                 |                |                   |               
|RSA.................................     | $    217,212   | $    241,289      | $    248,776  
|RSL.................................     | (238,189)      | (236,417)         | (439,703)     
|Off-balance sheet hedges.....            | (40,000)       | (40,000)          | 70,000        
|GAP..................................... | $      19,023  | $      44,872     | $   (120,927) 
|GAP ratio..........................      | 1.10X          | 1.23X             | 0.67X         
|GAP as a % of total assets...            | 2.03%          | 4.74%             | (11.98)%      
|One year cumulative GAP                  |                |                   |               
|RSA.................................     | $    311,692   | $    329,646      | $    331,844  
|RSL.................................     | (366,530)      | (380,962)         | (542,444)     
|Off-balance sheet hedges.........        | --             | --                | 40,000        
|GAP.................................     | $    (54,838)  | $     (51,316)    | $   (170,600) 
|GAP ratio..........................      | 0.85X          | 0.87X             | 0.66X         
|GAP as a % of total assets...            | (5.84)%        | (5.42)%           | (16.91)%      
|                                         |                |                   |               





When March 31, 2001, is compared to December 31, 2000, both the Company's six month and one year cumulative GAP ratios remained relatively unchanged.



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 plus or minus 7.5% and net income variability to plus or minus 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, 2001, 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, 2001, levels.
The Company's most likely rate scenario is based upon published economic consensus estimates. Each rate scenario contains unique prepayment and repricing assumptions which are applied to the Company's expected balance sheet composition which was developed
under the most likely interest rate scenario.



|Interest Rate
Scenario | Variability of Net Interest Income | Variability of Net Income | Change In Market Value of Portfolio Equity
|---------------------- | ---------------------------------- | ------------------------- | ------------------------------------------
|                       |                                    |                           |                                           
|Base                   | 0%                                 | 0%                        | 0%                                        
|Flat                   | (0.1)                              | (0.3)                     | 0.7                                       
|200bp increase         | (0.9)                              | (2.2)                     | (37.9)                                    
|200bp decrease         | (0.9)                              | (2.4)                     | 35.8                                      



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 (0.9%) and (2.4%) 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 (37.9%) under this interest rate scenario.  The off-balance sheet borrowed funds hedge transactions also helped reduce the variability of
forecasted net interest income, net income, and market value of portfolio equity in a rising interest rate environment.  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 increased by $399,000 from December 31, 2000 to March 31, 2001.  During the first three months of 2001 there was $3.1 million of net
cash provided by investing activities and $12.1 million of net cash provided by operating activities.  This was partially offset by $14.7 million of net cash used by financing activities. Within investing activities, sales of investment securities
exceeded cash proceeds needed for security purchases by $12.5 million.  Cash advanced for new loan fundings totaled $54.4 million and exceeded the cash received from loan principal payments by $12.9 million.  Within financing activities, net deposits
decreased by $6.2 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, 2001.  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 quarter of 2001, the Company declared a $0.12 per share dividend.  The
first quarter dividend was paid during the second quarter.



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)
which 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
 .

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:



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, 2001:











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 14, 2001         				/s/ Terry K. Dunkle______

Terry K. Dunkle

Chairman, President and

Chief Executive Officer





Date: May 14, 2001          				/s/ Anthony M.V. Eramo__

Anthony M.V. Eramo

Vice President and

Chief Financial Officer















STATEMENT OF MANAGEMENT RESPONSIBILITY









May 3, 2001









To the Stockholders and

Board of Directors of

Three 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						Anthony M.V. Eramo

Chairman, President &					Vice President &

Chief Executive Officer					Chief Financial Officer

Independent Accountants' Review Report





The Audit Committee of the Board of Directors

Three Rivers Bancorp, Inc.



We have reviewed the accompanying consolidated balance sheets of Three Rivers Bancorp, Inc. and subsidiaries (the Company) as of March 31, 2001 and 2000, and the related consolidated statements of income and cash flows for the three
months then ended, and the consolidated statement of changes in stockholders' equity for the three months ended March 31, 2001. 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.









/s/ Ernst & Young

Pittsburgh Pennsylvania

May 3, 2001































May 3, 2001



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, the Registration Statement (Form S-8 No. 333-52798) pertaining to the Three Rivers Bancorp, Inc. 401(k) Plan and the Registration Statement (Form S-4 No. 333-57318)
pertaining to the registration of 2,233,997 shares of its common stock of our report dated May 3, 2001 relating to the unaudited consolidated interim financial statements of Three Rivers Bancorp, Inc. and subsidiaries that are included in its Form 10-Q
for the quarter ended March 31, 2001.







/s/ Ernst & Young LLP

Pittsburgh, Pennsylvania