SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-K

     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 1997  Commission file number 0-12377
                          -----------------                         -------


                    BT FINANCIAL CORPORATION
     -----------------------------------------------------
     (Exact Name of registrant as specified in its charter)

         Pennsylvania                  25-1441348
   ------------------------   ---------------------------------
   (State of Incorporation)   (IRS Employer Identification No.)

     551 Main Street, Johnstown, Pennsylvania       15901
     ------------------------------------------------------
     (Address of principal executive offices)     (Zip Code)

   Registrant's telephone number, including area code:  814-532-3801
                                                        ------------
   Securities registered pursuant to Section 12(b) of the Act: NONE
                                                               ----
   Securities registered pursuant to Section 12(g) of the Act:

Common stock, par value $5.00 per share      Preferred Share Purchase Rights
---------------------------------------      --------------------
          (Title of class)                       (Title of class)


Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.  Yes  [ X ]    No  [   ]
                                         -----        -----
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K (229.405 of this chapter)
is not contained herein, and will not be contained, to the best
of Registrant's knowledge in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.  [   ]

The Registrant estimates that as of March 17, 1998, the aggregate
market value of shares of the Registrant's Common Stock held by
non-affiliates of the Registrant was approximately $310,961,335
computed on the basis of $53.00 per share, the closing sales price on
the NASDAQ Stock Market on March 17, 1998.  The number of shares
owned by "non-affiliates" has been determined, solely for
purposes of the foregoing estimate, by subtracting all shares
known by the Registrant to be beneficially owned by its directors
or executive officers (383,241 shares in total) from the number
of shares outstanding (6,250,436).

As of March 17, 1998, the registrant had outstanding 6,250,436
shares of its Common Stock.

Documents incorporated by reference:               Incorporated into:
------------------------------------               ------------------
1997 Annual Report to Shareholders                    Part I and II
     (the "1997 Annual Report")
Definitive Proxy Statement for the 1998 Annual Meeting
 of Shareholders (the "1998 Proxy Statement")            Part III






                    BT FINANCIAL CORPORATION
                           FORM 10-K
              Fiscal year ended December 31, 1997
              -----------------------------------
                             INDEX
PART I                                                      Page
------                                                      ----
Item 1.   Business                                           3

Item 2.   Properties                                         6

Item 3.   Legal Proceedings                                  6

Item 4.   Submission of Matters to a Vote of
          Security Holders                                   6

          Executive Officers of the Registrant               7

PART II
-------
Item 5.   Market for the Registrant's Common Equity
          and Related Stockholder Matters                    9

Item 6.   Selected Financial Data                            10

Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations      10

Item 8.   Financial Statements and Supplementary Data        10

Item 9.   Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure             10

Part III
--------
Item 10. Directors and Executive Officers of the
         Registrant                                          11

Item 11. Executive Compensation                              11

Item 12. Security Ownership of Certain Beneficial
         Owners and Management                               11

Item 13. Certain Relationships and Related
         Transactions                                        11

Part IV
-------
Item 14. Exhibits, Financial Statement Schedules and
         Reports on Form 8-K                                 12

SIGNATURES                                                   13

EXHIBIT INDEX                                                16
                               2




                             Part I


Item 1     Business
------     --------

Description of Business
-----------------------

     BT Financial Corporation ("BT" or the "Registrant") is a
bank holding company located in Johnstown, Pennsylvania,
which was incorporated under the laws of the Commonwealth of
Pennsylvania on December 16, 1982.

     At the close of business, October 10, 1997, BT adopted a
single bank charter for its three affiliate banks.  Laurel Bank
and Fayette Bank ("Fayette") merged with and into Johnstown Bank
and Trust Company ("Bank and Trust").  At the same time, the
corporate title of Bank and Trust was changed to Laurel Bank.
Additionally, the corporate names of two other non-bank
affiliates were changed from BT Management Trust Company to
Laurel Trust Company and from Moxham Community Development
Corporation to Laurel Community Development Corporation.

     BT's single banking subsidiary, Laurel Bank ("Laurel"), is
headquartered in Johnstown, Pennsylvania.  BT has three non-bank
subsidiaries, Bedford Associates, Inc., which holds and leases
property used by Laurel in its banking operations, Laurel Trust
Company, a trust company which provides trust and investment
services, and Laurel Community Development Corporation, a
corporation which conducts community development activities.  At
December 31, 1997 the Registrant had total assets of $1.6
billion.

     On June 25, 1996, BT completed a merger with Moxham Bank
Corporation (Moxham) whereby Moxham was merged directly into BT.
In connection with the merger, each share of Moxham common stock
(other than shares held by BT) was converted into 1.15 shares
of BT common stock, resulting in the issuance of 1,038,519
shares of BT Common Stock.  In addition, 88,550 shares of BT
common stock were exchanged for all 14,000 outstanding shares of
Moxham Series A $8.00 cumulative convertible non-voting preferred
stock.  The merger has been accounted for as a pooling-of-
interests and accordingly BT's consolidated financial statements
have been restated retroactively to include the accounts and
operations of Moxham for all periods prior to the merger.
Moxham's banking subsidiaries included the Moxham National Bank
and The First National Bank of Garrett.  Moxham also held
the Moxham Community Development Corporation.  Upon
consummation of the merger, Moxham's banking subsidiaries
were merged into Bank and Trust on June 25, 1996.
At the time of the merger, Moxham had assets of approximately
$235 million and operated 12 branches in Cambria, Somerset, and
Westmoreland counties.
                               3


     Laurel Bank conducts business through a network of 72 full-
service offices located throughout southwestern Pennsylvania.
Laurel operates under the management of its own officers and
directors, although certain financial and administrative
functions, including auditing, marketing, human resources,
investment, accounting, data processing and credit review, are
coordinated through the Registrant.  In addition, Laurel operates
53 automated teller machines located on bank premises and off-
premise sites.

     Laurel Bank is engaged in the business of commercial and
retail banking.  Laurel provides a full range of financial
services to individuals, businesses and governmental bodies,
including accepting demand, savings and time deposits, safe
deposit facilities, electronic banking services, debit cards,
money transfer services, and other banking services.  Laurel also
offers lending services, including consumer, real estate,
commercial and industrial loans.  Laurel Trust Company offers a
wide range of corporate and personal trust services as well as
pension and fiduciary services.

     Laurel Bank's predecessor, Bank and Trust, was formed in
1934 through the consolidation of five banks.  It is a
Pennsylvania bank and trust company and member of the
Federal Reserve System with offices in Allegheny, Armstrong,
Bedford, Blair, Butler, Cambria, Fayette, Greene, Indiana,
Somerset, Washington, and Westmoreland Counties.  At December 31,
1997, its assets totaled $1.5 billion.

     Laurel Trust Company, formerly known as BT Management Trust
Company, is located in Johnstown, Pennsylvania.  It is a
Pennsylvania-chartered trust company formed on April 30, 1990.
Laurel Trust Company resulted from the consolidation of the trust
business of Bank and Trust, the former Laurel Bank and Fayette.

     Laurel Community Development Corporation, formerly known as
Moxham Community Development Corporation, was organized in 1992
to conduct community development activities.  It is a for-profit
Pennsylvania corporation conducting activities consisting of
equity investments as a limited partner in various housing
developments.

Competition
-----------

      The  business of commercial and retail banking and banking-
related  services is highly competitive.  The Registrant,  Laurel
Bank  and Laurel Trust Company are subject to competition in  all
aspects of their businesses from banks as well as other financial
institutions,  including savings and loan  associations,  savings
banks,  finance  companies, credit unions,  money  market  mutual
funds,  brokerage  firms, investment companies, credit  companies
and  insurance  companies.  They also compete  with  nonfinancial
institutions,  including retail stores that  maintain  their  own
credit  programs, and with governmental agencies that make  loans

                               4

available  to  certain  borrowers.   Some  of  the  Registrant's
competitors  are larger and have greater financial resources  and
facilities  than the Registrant.  The management of  BT  and  its
subsidiaries  regularly reviews its product  mix,  services,  fee
structure,  and  locations in the evaluation of  its  competitive
position.   Additionally,  acquisition prospects  are  considered
periodically   to   maintain  and  strengthen  BT's   competitive
position.

Employees
---------

      As  of  December 31, 1997, the Registrant,  Laurel,  Laurel
Trust Company and the Registrant's other subsidiaries had a total
of 787 full time equivalent banking and administrative employees.
Management  considers its relationship with its employees  to  be
satisfactory.  The Registrant's executive offices are located  at
551  Main  Street, P.O. Box 1146, Johnstown, Pennsylvania  15907-
1146.  The telephone number is (814) 532-3801.


Supervision and Regulation
--------------------------

      BT is a bank holding company as defined in the Bank Holding
Company Act of 1956, as amended ("BHCA").  As such, BT is subject
to  supervision and examination by the Board of Governors of  the
Federal  Reserve System ("FRB") and is required to  file  reports
with  the FRB and provide such additional information as required
by  the  FRB.   BT may not, without prior approval  of  the  FRB,
acquire  5%  or more of the voting shares of another  bank.   The
BHCA   and   the  Federal  Reserve  Act  place  restrictions   on
transactions  between BT and its affiliates,  including  certain
restrictions  relevant  to  intercompany  loans,  dividends,  and
investments.  BT, subject to approval of the FRB, may acquire (1)
banks   throughout  the  United  States,  and  (2)  branches   of
established banks throughout the United States, except  in  Texas
and   Montana,  which  have  opted  out  of  interstate  banking.
Satisfactory  Community  Reinvestment  Act  and  capital   ratios
ratings  are  generally  required  to  obtain  FRB  approval   of
acquisitions.

     Laurel, as a state chartered bank, is subject to supervision,
periodic  examination  and  regulations  of   the   Pennsylvania
Department of  Banking.  Laurel, as an  insured  bank,  is  also
subject  to  regulation  by  the  Federal   Deposit   Insurance
Corporation ("FDIC").  Laurel's deposits are insured by the  FDIC
to  the  maximum  amount legally permitted,  currently  $100,000.
Laurel  is  also a member of the Federal Reserve  System  and  is
subject  to regulations of the Board of Governors of the  Federal
Reserve System.

      BT  and its subsidiaries are subject to examination at  the
discretion   of  supervisory  authorities.   BT  is   under   the
jurisdiction  of  the Securities and Exchange Commission  ("SEC")
with  respect  to  engaging in the offering and public  sale  and
distribution of its securities.  BT is also subject to SEC  rules

                                5

regarding   insider  trading,  proxy  statements   and   periodic
reporting to shareholders.

Recent and Pending Acquisitions
-------------------------------

      Merger  and  acquisition activities of the  registrant  are
detailed  in  "Note 3-Acquisitions" of the "Notes to Consolidated
Financial  Statements" included on pages 20 and 21  of  the  1997
Annual Report, which is incorporated herein by reference.

Item 2     Properties
------     ----------

      The executive offices of the Registrant are located at  551
Main Street, Johnstown, Pennsylvania, in an office building owned
by  Bedford  Associates, Inc.  The building is  occupied  by  the
Registrant,  Laurel  Trust Company, and other unrelated  business
concerns.

      Laurel  operates  72 full-service banking  offices  located
throughout  southwestern Pennsylvania, 54 of which are  owned  by
Laurel  free  of  liens  and encumbrances.   All  properties  and
buildings  are  in good condition and are continually  maintained
against  normal  wear  and tear.  The remaining  18  offices  are
operated under leases which, including renewal options, expire at
various   times  between  1998  and  2025.   Bedford  Associates,
Inc.  owns  4  of  the  18 leased properties,  which  are  leased
to  Laurel as community banking offices.  On June 6, 1997,  three
banking  offices  were  purchased  from  National  City  Bank  of
Pennsylvania.

Item 3     Legal Proceedings
------     -----------------

      Information required to be furnished pursuant to this  Item
is  set forth on page 26 of the 1997 Annual Report in Note 11  of
the  "Notes  to  Consolidated  Financial  Statements"  under  the
caption "Litigation" which is incorporated herein by reference.

Item 4     Submission of Matters to a Vote of Security Holders
------     ---------------------------------------------------
      None.

                              6

Executive Officers of the Registrant
------------------------------------

      Set  forth  below are the names of and certain  information
with  respect  to  the  executive  officers  of  the  Registrant.
Pursuant  to  the  Registrant's By-Laws, officers  serve  at  the
pleasure  of  the  Board.   There  are  no  family  relationships
between any such persons.

     Name               Age  Positions and Offices Held
     ----               ---  --------------------------

John H. Anderson        47   Chairman, Chief Executive Officer
                             and Director of the Registrant and
                             of Laurel.

Steven  C.  Ackmann     46   President and Chief Operating Officer
                             of the Registrant.

Eric F. Rummel          45   Vice Chairman of the Registrant,
                             President of Laurel.

J. William Smith        50   Vice Chairman of the Registrant.

Mark L. Sollenberger    44   Executive Vice President,
                             Treasurer and Assistant Secretary
                             of the Registrant.  Executive Vice
                             President and Treasurer of Laurel.
                             Treasurer and Assistant Secretary of
                             Laurel Trust Company.

Laura L. Roth           35   Corporate Secretary and Assistant
                             Treasurer of the Registrant,
                             Laurel and Laurel Trust Company.

Brian  H.  Lehman       43   Vice President and Controller  ofthe
                             Registrant.


                              7


  John H. Anderson has served as Chairman and Chief Executive Officer
  ----------------
of the  Registrant since 1995.  He served as Chairman, President and
Chief Executive Officer of the Registrant from 1993 to 1995.   He
served as President and Chief Operating Officer of the Registrant
from  1992  to 1993 and as Vice Chairman from 1991 to  1992.   He
served  as  President of Bank and Trust from 1990  to  1991.   He
served as Executive Vice President of the Registrant during 1989.
From  1986 to 1989 he served as Executive Vice President of  Bank
and Trust.


  Steven  C.  Ackmann  has  served  as  President  and  Chief Operating
  -------------------
Officer of  the  Registrant since 1995.  He served as a Vice Chairman
of the  Registrant  from 1992 to 1995.  He served as Executive  Vice
President  of  the Registrant from 1990 to 1992.   He  served  as
Senior Vice President of Fayette from 1988 to 1990.


  Eric F. Rummel has served as Vice Chairman of the Registrant since
  --------------
1996 and  President of Laurel since 1997.  He served as  President of
Bank and Trust from 1995 to 1997.  He served as President of  the
former  Laurel  Bank from 1991 to 1995.  He served  as  Executive
Vice  President of the Registrant in 1991 and of Bank  and  Trust
from  1989 to 1991.  He served as Senior Vice President  of  Bank
and Trust from 1988 to 1989.


  J.  William  Smith  has  served as  Vice  Chairman  of the Registrant
  ------------------
since 1996.  He served as President and Chief Executive Officer of  the
former Moxham Bank Corporation from 1986 to 1996.


  Mark  L.  Sollenberger  has served as Executive  Vice  President,
  ----------------------
Treasurer and   Assistant  Secretary  of  the  Registrant  since 1995
and Executive Vice President and Treasurer of Laurel since 1997.   He
served   as  Executive  Vice  President  and  Treasurer  of   the
Registrant from 1992 to 1995 and of Bank and Trust from  1992  to
1997.  He served as Senior Vice President and Comptroller of  the
Registrant  from  1991 to 1992.  He has served as  Treasurer  and
Assistant Secretary of Laurel Trust Company since 1992.


  Laura  L.  Roth  has  served  as  Corporate  Secretary  and Assistant
  ---------------
Treasurer of  the Registrant and Laurel Trust Company since 1995 and of
Laurel since 1997.  She served as Secretary  and  Assistant Treasurer  of
Bank and Trust from 1995 to 1997. She served  as Assistant  Secretary and
Assistant Treasurer of the Registrant from 1991 to 1995.  She served as
Assistant Secretary  of  the Registrant and of Bank and Trust from
1986 to 1991.


  Brian H. Lehman has served as Vice President and Controller of the
  ---------------
Registrant and Laurel since 1997.  Prior to that time he was a Special
Projects Director for Zamias Services, Inc. from 1996 to 1997 and
a  Vice President for L. Robert Kimball and Associates, Inc.  from
1989 to 1996.  He has been a Certified Public Accountant since
1979.

                              8


                             Part II

     Information required to be furnished pursuant to Part II of
this report is set forth in the 1997 Annual Report under the
captions and on the pages indicated below, and is incorporated
herein by reference.
     Certain statements contained in "Management's Discussion and
Analysis of Financial Condition and Results of Operations"
constitute "forward-looking" statements with respect to the
Registrant and its subsidiaries.  Such forward-looking statements
involve known and unknown risks, uncertainties and other factors
that may cause the financial condition and results of operations
of the Registrant and its subsidiaries to be materially different
from any future financial condition or results of operations
suggested or implied by such forward-looking statements.  The
Registrant undertakes no obligation to update any forward-looking
statements made herein.  The factors that may cause actual
results to differ materially from the forward-looking statements
include: interest rate, market and monetary fluctuations,
monetary and fiscal policies, changes in laws and regulations,
inflation, general economic conditions, competition and economic
conditions in the geographic region an industries in which the
Registrant conducts its operations, introduction and acceptance
of new products and enhancements, mergers and acquisitions and
their integration into the Registrant, and management's ability
to manage these and other risks.

                                                    Page in 1997
          Caption in 1997 Annual Report             Annual Report
          -----------------------------             -------------



Item 5    Market for the Registrant's Common
------    Equity and Related Stockholder Matters
          --------------------------------------

          Market Price and Cash Dividends                   33

          Dividend Restrictions                             27

Two-for-One Stock Split
-----------------------

     On March 25, 1998, BT's Board of Directors declared a two-
for-one stock split in the form of a stock dividend to be
distributed on May 1, 1998 to shareholders of record as of April
8, 1998.  The stock split will increase common shares outstanding
to 12,500,872 from 6,250,436.  BT's earnings per share amounts
for the years ended December 31, 1997, 1996 and 1995, restated
for the two-for-one stock split, are presented below.

     Years ended December 31,           1997      1996      1995
     ------------------------           ----      ----      ----
     Basic earnings per share          $1.37     $1.13     $1.10
     Diluted earnings per share         1.37      1.12      1.09

     Note:  Data has been adjusted to reflect the 10% stock
dividends distributed on October 22, 1996 and September 15, 1997
and the two-for-one stock split to be distributed on May 1, 1998.

                               9

                                                     Page in 1997
          Caption in 1997 Annual Report              Annual Report
          -----------------------------              -------------

Item 6    Selected Financial Data
------    -----------------------

          Selected Consolidated Financial Data              32

Item 7    Management's Discussion and Analysis
------    of Financial Condition and Results of
          Operations
          -------------------------------------

          Management's Discussion and Analysis
          of Financial Condition and Results of
          Operations                                        33-44



Item 8    Financial Statements and Supplementary Data
------    -------------------------------------------

          Report of Independent Accountants                 13

          Consolidated Balance Sheet                        14

          Consolidated Statement of Income                  15

          Consolidated Statement of Cash Flows              16

          Consolidated Statement of Changes
          in Shareholders' Equity                           17

          Notes to Consolidated Financial Statements        18-30

          Supplemental Financial Data                       31


Item 9    Changes in and Disagreements with Accountants on
------    Accounting and Financial Disclosure
          -----------------------------------
          None


                               10


                            Part III

Item 10   Directors and Executive Officers of the Registrant
-------   --------------------------------------------------

          Information required to be furnished pursuant to
          this Item regarding directors of the Registrant is set
          forth in the 1998 Proxy Statement under the caption
          "Election of Directors," and is incorporated herein by
          reference.  Information required to be furnished
          pursuant to this Item regarding delinquent filers is
          set forth in the 1998 Proxy Statement under the caption
          "Compliance with Section 16 (a) of the Securities
          Exchange Act of 1934," and is incorporated herein by
          reference.  Information required to be furnished
          pursuant to this Item regarding executive officers of
          the Registrant is set forth in Part I of this Report
          and is incorporated herein by reference.


Item 11   Executive Compensation
-------   ----------------------

          Information required to be furnished pursuant to
          this Item is set forth in the 1998 Proxy Statement
          under the captions "Executive Compensation" and
          "Election of Directors -- Directors' Compensation," and
          is incorporated herein by reference.  The "Executive
          Committee Report on Compensation" set forth in the 1998
          Proxy Statement is specifically not incorporated herein
          by reference.


Item 12   Security Ownership of Certain
-------   Beneficial Owners and Management
          --------------------------------

          Information required to be furnished pursuant to
          this Item is set forth in the 1998 Proxy Statement
          under the captions "Election of Directors," "Executive
          Compensation" and "Stock Ownership" and is incorporated
          herein by reference.

Item 13   Certain Relationships and Related Transactions
-------   ----------------------------------------------

          Information required to be furnished pursuant to
          this Item is set forth in the 1998 Proxy Statement
          under the caption "Certain Relationships and
          Transactions" and is incorporated herein by reference.


                               11


                            Part IV

Item 14   Exhibits, Financial Statement
-------   Schedules and Reports on Form 8-K
          ---------------------------------

(a) (1)   Financial Statements
          --------------------

          The consolidated financial statements of BT
          Financial Corporation and affiliates together with the
          report of Coopers & Lybrand LLP dated January 28, 1998,
          are described herein in Part II, Item 8 - Financial
          Statements and Supplementary Data and appear on pages
          14 through 31 of the 1997 Annual Report and are
          incorporated herein by reference.


     (2)  Financial Statement Schedules
          -----------------------------

          All financial statement schedules are omitted
          because they are not required, are not applicable or
          the required information is given in the consolidated
          financial statements or notes thereto.

     (3)  Exhibits:
          --------

          The index to exhibits is on page 16.

(b)       Reports on Form 8-K:
          -------------------

          No reports on Form 8-K have been filed by the
          Registrant during the quarter for which this report is
          filed.


                               12


                           SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized.


                    BT FINANCIAL CORPORATION
                   -------------------------
                          (Registrant)



By:  /s/ John H. Anderson               Date: March 25, 1998
     -----------------------------            ----------------
     John H. Anderson
     Chairman, and Chief Executive
     Officer and Director

     Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on
the dates indicated.


     Principal Executive Officer:

     /s/ John H. Anderson               Date: March 25, 1998
     -----------------------------            ----------------
     John H. Anderson
     Chairman, and Chief Executive
     Officer and Director

     Principal Financial Officer:

     /s/ Mark L. Sollenberger           Date: March 25, 1998
     -----------------------------            ----------------
     Mark L. Sollenberger
     Executive Vice President,
     Treasurer, and Assistant
     Secretary

     Principal Accounting Officer:

     /s/ Brian H. Lehman                Date: March 25, 1998
     ----------------------------             ----------------
     Brian H. Lehman
     Vice President and Controller

                              13

Directors:


/s/ G. Scott Baton II                   Date: March 25, 1998
------------------------------                ----------------
G. Scott Baton II


/s/ Martin L. Bearer                    Date: March 25, 1998
------------------------------                ----------------
Martin L. Bearer


                                        Date: March 25, 1998
------------------------------                ----------------
John C. Cwik, M.D.


/s/ Louis G. Galliker                   Date: March 25, 1998
------------------------------                ----------------
Louis G. Galliker


/s/ William B. Kania                    Date: March 25, 1998
------------------------------                ----------------
William B. Kania


/s/ Edward L. Mears                     Date: March 25, 1998
------------------------------                ----------------
Edward L. Mears


/s/ Roger S. Nave                       Date: March 25, 1998
------------------------------                ----------------
Roger S. Nave


/s/ Ethel J. Otrosina                   Date: March 25, 1998
------------------------------                ----------------
Ethel J. Otrosina


                                        Date: March 25, 1998
------------------------------                ----------------
Robert G. Salathe, Jr.


                                        Date: March 25, 1998
------------------------------                ----------------
William R. Snoddy



/s/ Gerald W. Swatsworth                Date: March 25, 1998
------------------------------                ----------------
Gerald W. Swatsworth


/s/ W. A. Thomas                        Date: March 25, 1998
------------------------------                ----------------
W. A. Thomas

                               14


/s/ Rowland H. Tibbott, Jr.             Date: March 25, 1998
------------------------------                ----------------
Rowland H. Tibbott, Jr.


/s/ Thomas A. Young                     Date: March 25, 1998
------------------------------                ----------------
Thomas A. Young

                               15


                            EXHIBIT
                             INDEX
                             -----


     The following Exhibits are filed as a part of this Report.
Documents other than those designated as being filed herewith are
incorporated herein by reference.  Documents incorporated by
reference to an Annual Report on Form 10-K or a Quarterly Report
on Form 10-Q are at Securities and Exchange Commission File No. 0-
12377.

                                              Prior Filing or
Exhibit                                       Sequential Page
Number         Description                      No. Herein
-------        -----------                    ---------------

  2.1       Agreement and Plan of         Incorporated by reference
            Reorganization dated as       to Exhibit 2.1 to BT
            of October 24, 1995 by and    Financial Corporation
            among BT Financial            Registration Statement on
            Corporation, Johnstown Bank   Form S-4 (No. 333-01797).
            and Trust Company and The
            Armstrong County Trust Company.

  2.2       Agreement and Plan of         Incorporated by reference
            Reorganization by and         to Exhibit 2 to current
            between BT Financial          Report on Form 8-K dated
            Corporation and Moxham        January 12, 1996.
            Bank Corporation.

  3.1       Amended and Restated          Incorporated by reference
            Articles of Incorporation     to BT Financial Corporation
            of BT Financial               Registration Statement on
            Corporation.                  Form S-4 (No. 33-69112).

  3.2       By-Laws of BT Financial       Incorporated by reference
            Corporation.                  to BT Financial Corporation
                                          Registration Statement on
                                          Form S-4 (No. 33-69112).

  4.1       Loan Agreement dated          Not filed.  In accordance
            December 14, 1995, between    with paragraph (b)(4)(iii)(A)
            Mellon Bank, N.A. and BT      of Item 601 of Regulation S-K,
            Financial Corporation.        BT Financial Corporation hereby
                                          agrees to furnish a copy of this
                                          instrument to the Commission upon
                                          request.



 10.1       BT Financial Corporation      Filed herewith.
            Supplemental Executive
            Benefit Plan dated
            July 23, 1997.*


                              16

                                             Prior Filing or
Exhibit                                      Sequential Page
Number         Description                     No. Herein
------         -----------                   ---------------

 10.2       Key Employee Incentive        Incorporated by reference to
            Compensation Plan to BT       Exhibit 10.2 to BT Financial
            Financial Corporation         Corporation's Annual Report
            dated July 24, 1996.*         on Form 10-K for the year
                                          ended December 31, 1996.


 10.3       Moxham Bank Corporation       Incorporated by reference to
            Executive Retirement Plan     Exhibit 10.3 to BT Financial
            dated January 1, 1987, as     Corporation's Annual Report
            amended and restated.*        on Form 10-K for the year
                                          ended December 31, 1996.


 13.1       All portions of the BT        Filed herewith.
            Financial Corporation
            1997 Annual Report to
            Shareholders that are
            incorporated herein by
            reference.

 21.1       Subsidiaries of the           Filed herewith.
            Registrant.

 23.1       Consent of Coopers &          Filed herewith.
            Lybrand LLP,independent
            accountants for the Registrant.


 23.2       Consent of Barnes, Saly &     Filed herewith.
            Company, independent
            Accountants for the former
            Moxham Bank Corporation.

 27.1       Financial Data Schedule       Filed herewith.


 99.1       Report of Barnes, Saly &      Filed herewith.
            Company on Moxham Bank
            Corporation's Financial
            Statements as of December 31,
            1995 and for the year
            ended December 31, 1995.


     * Indicates exhibit is a management contract or compensation
       plan or arrangement.

     The Registrant will furnish to requesting shareholders a
copy of any exhibit(s) listed above upon payment of $5.00 plus
$0.10 per page to cover Registrant's expenses in furnishing such
exhibit(s).  Requests should be directed in writing to Laura L.
Roth, Corporate Secretary, BT Financial Corporation, 551 Main
Street, P. O. Box 1146, Johnstown, Pennsylvania 15907-1146.

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