SECURITIES AND EXCHANGE COMMISSION
                    Washington, D.C.  20549

                           FORM 10-K

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

            For the fiscal year ended December 31, 2000
                                      -----------------
                              OR
     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                    SECURITIES EXCHANGE ACT OF 1934

          For the transition period from              to
                                          ------------  -----------

                   Commission file number 0-12377
                                          -------

                PROMISTAR 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.  [ X ]

The Registrant estimates that as of March 22, 2001, the aggregate
market value of the voting and non-voting common shares of the
Registrant's Common Stock held by non-affiliates of the
Registrant was approximately $259,571,888 computed on the basis
of $18.75 per share, the closing price on the NASDAQ Stock Market
on March 22, 2001.  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 (1,110,087 shares in total) from the number of shares
outstanding (14,953,921).

As of March 22, 2001, the Registrant had outstanding 14,953,921
shares of its Common Stock.

Documents incorporated by reference:                   Incorporated into:
------------------------------------                   -----------------
Portions of the 2000 Annual Report to Shareholders
     (the "2000 Annual Report")                          Part I and II
Portions of the Definitive Proxy Statement for the 2001
     Annual Meeting of Shareholders
     (the "2001 Proxy Statement")                          Part III


                PROMISTAR FINANCIAL CORPORATION
                           FORM 10-K
              Fiscal year ended December 31, 2000
              -----------------------------------
                             INDEX
PART I                                                      Page
------                                                      ----
Item 1.   Business                                           3

          Executive Officers of the Registrant               7

Item 2.   Properties                                         9

Item 3.   Legal Proceedings                                  9

Item 4.   Submission of Matters to a Vote of
          Security Holders                                   9

PART II
-------
Item 5.   Market for the Registrant's Common Equity
          and Related Stockholder Matters                   10

Item 6.   Selected Financial Data                           10

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

Item 7A.  Quantitative and Qualitative Disclosures
          about Market Risk                                 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
-----------------------

     The Registrant, Promistar Financial Corporation, is a bank
holding company located in Johnstown, Pennsylvania, which was
incorporated under the laws of the Commonwealth of Pennsylvania
on December 16, 1982.

     Effective November 15, 2000, the name of BT Financial
Corporation was changed to Promistar Financial Corporation
("Promistar" or the "Corporation"). Additionally, the names of
Laurel Bank, Laurel Trust Company, Laurel Community Development
Corporation, and Laurel Investment Advisors, Inc. were changed to
Promistar Bank, Promistar Trust Company, Promistar Community
Development Corporation, and Promistar Investment Advisors, Inc.,
respectively, on the same date.  The Common Stock of Promistar is
traded in the NASDAQ Stock Market under the symbol "PRFC".

     Promistar's single wholly-owned banking subsidiary,
Promistar Bank (the "Bank"), is headquartered in Johnstown,
Pennsylvania.  As of December 31, 2000, Promistar had six wholly-
owned non-bank subsidiaries, Bedford Associates, Inc., which
holds and leases property, Promistar Trust Company, a trust
company which provides trust and investment services, Promistar
Community Development Corporation, a corporation which conducts
community development activities, Flex Financial Consumer
Discount Company which provides consumer finance loans, Bedford
Associates of Delaware, Inc., an investment holding company, and
Promistar Investment Advisors, Inc., a registered investment
advisor.  At December 31, 2000 Promistar had total assets of
$2.07 billion.

     Promistar's merger with First Philson Financial Corporation
("Philson") on July 14, 1999, increased total assets to
approximately $2.0 billion.  Philson's banking subsidiary, First
Philson Bank, N.A., operated nine branches in Somerset and
Fayette counties and was merged into the Bank upon consummation
of the merger. Philson's assets totaled approximately $221
million on the merger date.  The merger with Philson has been
accounted for as a pooling-of-interests.  Accordingly,
Promistar's accompanying consolidated financial statements have
been restated retroactively to include the accounts and
operations of Philson for all periods presented prior to the
merger.  Philson also owned Flex Financial Consumer Discount
Company (Flex), which continues to operate as a non-bank
subsidiary of the Corporation.  Promistar is generating
additional revenues through the expansion of Flex's market and by
targeting trust and investment services to the former Philson
customer base. Flex currently operates four dedicated consumer
finance offices, two of which were opened in 2000.

     Promistar's business consists primarily of the operations of
Promistar Bank, its subsidiary bank.  The Bank conducts business
through a network of 72 full-service offices located throughout
southwestern Pennsylvania.  The Bank 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
Corporation.  In addition, the Bank operates 58 automated teller
machines located on both bank premises and off-premise sites.

The Bank is engaged in the business of commercial and retail
banking. The Bank 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.  The Bank also
offers lending services, including consumer, real estate,
commercial and industrial loans. The Bank has a fairly stable
deposit base with no major seasonal depositor or group of
depositors.  The Bank's commercial customers are primarily small-
to mid-sized businesses located in southwestern Pennsylvania.  In
2000, the Bank restructured its operations along two customer

                                3

divisions consisting of retail and commercial operations.  Each
customer division has a renewed focus on data-based marketing
techniques which enables the Bank to better understand its
customer base while profitably linking specific client needs to
its product offerings.  Also, a new risk management division,
staffed with seasoned bankers, was formed at the Promistar
corporate level to refine the detection and management of
potential exposure issues.  In 2000, Promistar introduced its new
Internet site at www.promistar.com.  The website offers customers
a highly secure and convenient way to conduct many popular
banking services including online bill payment and access to
online check images.

     The Bank 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, 2000, its assets totaled $2.04 billion, or
approximately 99% of Promistar's consolidated assets.   The
Bank's predecessor, Johnstown Bank and Trust Company ("Bank and
Trust"), was formed in 1934 through the consolidation of five
banks.  During 1997, the Corporation adopted a single bank
charter for its three former affiliate banks (Bank and Trust,
Laurel Bank and Fayette Bank).

     Bedford Associates, Inc. is a Pennsylvania corporation which
was formed in 1983.  It holds and leases properties primarily
used by Promistar's subsidiaries. Most of its properties are
leased to the Bank for use as community banking offices.

     Promistar Trust Company is located in Johnstown,
Pennsylvania and offers a wide range of corporate and personal
trust services as well as pension and fiduciary services.  It is
a Pennsylvania-chartered trust company formed in 1990.  Promistar
Trust Company resulted from the consolidation of the trust
business of the Corporation's former affiliate banks (Bank and
Trust, Laurel Bank and Fayette Bank).  At year-end 2000, the cost
basis of trust assets under management at Promistar Trust Company
totaled $694 million compared to $667 million at year-end 1999.

     Promistar 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 for low income individuals.

     Flex Financial Consumer Discount Company was formed in 1997.
It is a Pennsylvania corporation conducting business as a
consumer discount company providing consumer finance loans to
individuals.

     Bedford Associates of Delaware, Inc., a Delaware
Corporation, was formed in 1998 for the purpose of holding and
managing certain investments of the Corporation.

     Promistar Investment Advisors, Inc., was formed in 1999.  It
is a Pennsylvania corporation and operates as a registered
investment advisor providing investment advisory services.


Recent Developments
-------------------

     On February 26, 2001, Promistar announced entering into an
agreement to merge with FNH Corporation ("FNH"), with Promistar
as the surviving company. FNH's subsidiary, First National Bank
of Herminie, Herminie, Pennsylvania, would be merged into the
Bank.  The agreement is subject to the receipt of regulatory
approvals, FNH shareholder approval, and other conditions.  The
merger agreement provides that each FNH common share will receive
15.00 shares of Promistar Common Stock.  Based on Promistar's
closing per share market price on February 23, 2001 of $17.375,
the last date prior to the announcement of the transaction, the
total transaction value approximates $40.4 million or
approximately $260.62 per share of FNH stock. On December 31,
2000, FNH had approximately $302 million in assets.  Post-merger,
Promistar's assets will total approximately $2.372 billion on a
pro forma basis.  The transaction will be accounted for as a
purchase and is expected to be completed by July 30, 2001.

                                4

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

     Merger and acquisition activities of the Corporation are
detailed in "Note 4-Acquisitions" and "Note 22-Subsequent Event"
on pages 29 and 42, respectively, of the "Notes to Consolidated
Financial Statements" in the 2000 Annual Report, which is
incorporated herein by reference.

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

     The business of commercial and retail banking and bank-
related services is highly competitive.  The Corporation and its
subsidiaries 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
available to certain borrowers.  Some of the Corporation's
competitors are larger and have greater financial resources
and facilities than the Corporation.  The management of Promistar
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 Promistar's competitive
position.

Employees
---------

     As of December 31, 2000, the Corporation and its
subsidiaries had a total of 849 full time equivalent banking and
administrative employees.  Management considers its relationship
with its employees to be satisfactory.  The Corporation'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
--------------------------

     Promistar is a bank holding company as defined in the Bank
Holding Company Act of 1956, as amended ("BHCA").  As such,
Promistar 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.  Promistar 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 Promistar and its
affiliates, including certain restrictions relevant to
intercompany loans, dividends, and investments.  Promistar, under
the BHCA and subject to approval of the FRB, may acquire (1)
banks and bank holding companies throughout the United States,
subject to certain conditions, and (2) branches of established
banks outside of Pennsylvania, subject to certain restrictions,
including state opt-out provisions.  Satisfactory Community
Reinvestment Act and capital ratios ratings are generally
required to obtain FRB approval of acquisitions.

     The enactment of the Graham-Leach-Bliley Act of 1999 (Act)
overhauls the financial services industry regulatory framework
that had its origins in the Depression Era of the 1930s. The Act,
effective in 2000, generally allows bank holding companies such
as Promistar broad authority to engage in activities that are
financial in nature or incidental to such financial activity,
including insurance underwriting and brokerage, merchant banking,
securities underwriting, dealing, and market-making.  A bank
holding company may engage in these activities directly or
through subsidiaries by qualifying as a "financial holding
company".  To qualify as a financial holding company, a bank
holding company must file an application with the Federal Reserve
and certify that its subsidiary banks are well-managed and well-
capitalized.  Promistar intends to file such an application to
qualify as a financial holding company.  This status is expected
to provide Promistar with additional flexibility in its quest to
seek opportunities for future expansion and diversification of
its revenue streams.

                                5

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

     Promistar and its subsidiaries are subject to examination at
the discretion of supervisory authorities.  Promistar is under
the jurisdiction of the SEC with respect to engaging in the
offering and public sale and distribution of its securities.
Promistar is also subject to SEC rules regarding insider trading,
proxy statements and periodic reporting to shareholders.

     Promistar is a reporting company under Section 12(g) of the
Securities and Exchange Act of 1934.  Promistar files periodic
and annual reports with the Securities and Exchange Commission
(the "SEC") on Form 10-K, 10-Q and 8-K. The public may read the
materials filed by Promistar with the SEC at the SEC's Public
Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330.  The SEC
maintains an Internet site that contains Promistar's reports,
Promistar's proxy and information statements and other
information regarding Promistar at www.sec.gov.  Promistar
maintains its own website at www.promistar.com.

Forward-Looking Statements
--------------------------

Except for historical information contained herein, the matters
discussed in this report or incorporated by reference in this
report may contain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
that involve substantial risks and uncertainties.  When used in
this report, or in the documents incorporated by reference in
this report, the words "anticipate," "believe," "estimate,"
"may," "intend," "expect," "should" and similar expressions
identify certain of such forward-looking statements.  Actual
results, performance or achievements could differ materially from
those contemplated, expressed or implied by the forward-looking
statements contained herein.  Factors that could cause future
results to vary from current expectations include, but are not
limited to the following:  changes in economic conditions (both
generally and more specifically in the markets in which Promistar
operates); changes in interest rates, deposit flows, loan demand,
real estate values and competition; changes in accounting
principles, policies or guidelines and in government legislation
and regulation (which change from time to time and over which
Promistar has no control); other factors affecting Promistar's
operations, markets, products and services; and other risks
detailed in this report and in Promistar's other SEC filings.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect management's analysis
only as of the date hereof.  The Corporation undertakes no
obligation to publicly revise these forward-looking statements to
reflect events or circumstances that arise after the date hereof.

                              6

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

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


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

John H. Anderson      50           Chairman, Chief Executive
                                   Officer and Director of the
                                   Corporation.

Steven C. Ackmann     49           President and Chief Operating
                                   Officer of the Corporation.
                                   Chairman, President and
                                   Director of the Bank.

Kim Craig             45           Executive Vice President of
                                   the Corporation.  President
                                   and Director of Promistar
                                   Trust Company and Promistar
                                   Investment Advisors, Inc.

George W. Hay          59          Executive Vice President of the
                                   Corporation.

Eric F. Rummel         48          Executive Vice President of the
                                   Corporation.

J. William Smith       53          Executive Vice President and Treasurer
                                   of the Corporation.  Treasurer
                                   and Assistant  Secretary of
                                   the Bank, Promistar Trust
                                   Company, and Promistar
                                   Investment Advisors, Inc.

Bethany L. Sullivan    45          Executive Vice President of the
                                   Corporation.

Brian H. Lehman        46          Senior Vice President and Chief
                                   Financial Officer of the
                                   Corporation.


                                7

  John H. Anderson has served as Chairman and Chief Executive Officer of
  ----------------
the Corporation since 1995.  He served as Chairman, President and
Chief Executive Officer of the Corporation from 1993 to 1995.  He
served as President and Chief Operating Officer of the
Corporation from 1992 to 1993 and as Vice Chairman from 1991 to
1992.

  Steven C. Ackmann has served as President and Chief Operating Officer of
  -----------------
the Corporation since 1995 and President of the Bank since 2000.
Effective March 2001, he also serves as Chairman of the Bank.  He
served as a Vice Chairman of the Corporation from 1992 to 1995.

  Kim Craig has served as Executive Vice President of the Corporation and
  ---------
President of Promistar Investment Advisors, Inc. since 2000 and
President of Promistar Trust Company since 1990.  He served as
Vice Chairman of the Corporation from 1998 to 2000.

  George W. Hay has served as Executive Vice President of the Corporation
  -------------
since 2000.  He served as Vice Chairman of the Corporation and
Executive Vice President of the Bank from 1999 to 2000.  He
served as President and Chief Executive Officer of the former
First Philson Financial Corporation from 1991 to 1999.

  Eric F. Rummel has served as Executive Vice President, Risk Management
  --------------
Group, of the Corporation since 2000.  He served as Vice Chairman
of the Corporation from 1996 to 2000 and President of the Bank
from 1997 to 2000.  He served as President of Bank and Trust from
1995 to 1997.

  J. William Smith has served as Executive Vice President and Treasurer of
  ----------------
the Corporation and Treasurer and Assistant Secretary of
Promistar Investment Advisors, Inc. since 2000.  He has also
served as Treasurer and Assistant Secretary of the Bank and
Promistar Trust Company since 1998.  He served as Vice Chairman
and Treasurer of the Corporation from 1998 to 2000.  He served as
Vice Chairman of the Corporation from 1996 to 1998.  He served as
President and Chief Executive Officer of the former Moxham Bank
Corporation from 1986 to 1996.

  Bethany L. Sullivan has served as Executive Vice President and Chief
  -------------------
Marketing Officer of the Corporation since September 2000.  Prior
to her current position she was Director of Strategic e-Business
for Adam Fillippo & Assoc. in 2000 and President of Infinity
Unlimited from 1998 to 2000.  From 1995 to 1998 she was Vice
President of the Infinity Group.

  Brian H. Lehman has served as Senior Vice President and Chief Financial
  ---------------
Officer of the Corporation since 1999.  He served as Vice
President and Controller of the Corporation from 1997 to 1999.
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


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

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

     The Bank operates 72 full-service banking offices located
throughout southwestern Pennsylvania, 57 of which are owned by
the Bank free of liens and encumbrances.  All properties and
buildings are in good condition and are continually maintained
against normal wear and tear.  The remaining 15 offices are
operated under leases which, including renewal options, expire at
various times between 2001 and 2029.  Bedford Associates,
Inc. owns 4 of the 15 leased properties, which are leased to the
Bank as community banking offices.

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

     Information required to be furnished pursuant to this Item
is set forth in the 2000 Annual Report in Note 18 of the "Notes
to Consolidated Financial Statements" on page 39 under the
caption "Litigation" which is incorporated herein by reference.


Item 4    Submission of Matters to a Vote of Security Holders
------    ---------------------------------------------------

     None.


                                9

                             Part II

     Information required to be furnished pursuant to Part II of
this report is set forth in the 2000 Annual Report under the
captions and on the pages indicated below, and is incorporated
herein by reference.

                                                       Page in
                                                     2000 Annual
               Caption in 2000 Annual Report           Report
               -----------------------------         ----------

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

          Market Price and Cash Dividends                 44

          Regulatory Requirements                         36

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

          Selected Consolidated Financial Data            43

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                                   44-59

Item 7A   Quantitative and Qualitative Disclosures
-------   ----------------------------------------
          about Market Risk
          -----------------

          Liquidity and Market Risk Management         57-59

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

          Report of Independent Accountants               21

          Consolidated Balance Sheet                      22

          Consolidated Statement of Income                23

          Consolidated Statement of Cash Flows            24

          Consolidated Statement of Changes
          in Shareholders' Equity                         25

          Consolidated Statement of Comprehensive
          Income                                          25

          Notes to Consolidated Financial
          Statements                                   26-42

          Supplemental Financial Data                     42

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 Corporation is set
          forth in the 2001 Proxy Statement under the caption
          "Board of Directors", and is incorporated herein by
          reference.  Information required to be furnished
          pursuant to this Item is set forth in the 2001 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 Corporation 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 2001 Proxy Statement under the
          captions "Executive Compensation" and "Board of
          Directors -- Directors' Compensation", and is
          incorporated herein by reference.  The "Executive
          Committee Report on Compensation" set forth in the 2001
          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 2001 Proxy Statement under the
          captions "Board 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 2001 Proxy Statement under the
          caption "Transactions with Directors' Companies" 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 Promistar
          Financial Corporation and affiliates together with the
          report of PricewaterhouseCoopers LLP dated January 23,
          2001 (except for Note 22, which is dated February 26,
          2001) are described herein in Part II, Item 8 -
          Financial Statements and Supplementary Data appear on
          pages 21 through 42 of the 2000 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
          -------------------

          The Corporation did not file any Current Reports on
          Form 8-K during the fourth quarter of 2000.

          The Corporation filed a Current Report on Form 8-K
          under Items 5 and 7 on February 27, 2001 to report the
          following:

           (1)  The entering into of an Agreement and Plan to Reorganization
                with FNH whereby FNH would be merged with and into the
                Corporation;
           (2)  A Stock Option Agreement between the Corporation and FNH;
                and
           (3)  The Corporation's press release regarding the announcement
                of the planned merger between the Corporation and FNH.


                               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.


                PROMISTAR FINANCIAL CORPORATION
                -------------------------------
                          (Registrant)



By:  /s/ John H. Anderson               Date: March 28, 2001
     -----------------------------            ----------------
     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 28, 2001
     -----------------------------            ----------------
     John H. Anderson
     Chairman, and Chief Executive
     Officer and Director

     Principal Financial Officer:


     /s/ Brian H. Lehman                Date: March 28, 2001
     -----------------------------            ----------------
     Brian H. Lehman
     Senior Vice President
     and Chief Financial Officer

     Principal Accounting Officer:


     /s/ David A. Casado                Date: March 28, 2001
     ----------------------------             ----------------
     David A. Casado
     Vice President and Controller

                                13

Directors:



                                        Date: March 28, 2001
------------------------------                ----------------
G. Scott Baton II


/s/ James E. Croner                     Date: March 28, 2001
------------------------------                ----------------
James E. Croner


                                        Date: March 28, 2001
------------------------------                ----------------
Louis G. Galliker


/s/ William B. Kania                    Date: March 28, 2001
------------------------------                ----------------
William B. Kania


/s/ Edward L. Mears                     Date: March 28, 2001
------------------------------                ----------------
Edward L. Mears


/s/ Roger S. Nave                       Date: March 28, 2001
------------------------------                ----------------
Roger S. Nave


/s/ Harry F. Radcliffe                  Date: March 28, 2001
------------------------------                ----------------
Harry F. Radcliffe


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


                                        Date: March 28, 2001
------------------------------                ----------------
William R. Snoddy


/s/ Gerald W. Swatsworth                Date: March 28, 2001
------------------------------                ----------------
Gerald W. Swatsworth


/s/ W. A. Thomas                        Date: March 28, 2001
------------------------------                ----------------
W. A. Thomas


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


                                14


/s/ James A. Ulmer                      Date: March 28, 2001
------------------------------                ----------------
James A. Ulmer



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



/s/ Thomas A. Young                     Date: March 28, 2001
------------------------------                ----------------
Thomas A. Young


/s/ Donato B. Zucco                     Date: March 28, 2001
------------------------------                ----------------
Donato B. Zucco

                               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.

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

 2.1    Amended Agreement and Plan of          Incorporated by reference
        Reorganization dated August 26,        to Registration Statement on
        1998 by and among the                  Form S-4 (No. 333-61683)
        Corporation, Laurel Bank and           filed on September 3, 1998.
        The Peoples National Bank of
        Rural Valley.

 2.2    Agreement and Plan of                  Incorporated by reference
        Reorganization by and between          to Amendment No. 1 of
        the Corporation and Philson dated      Registration Statement on
        February 23, 1999                      Form S-4 (No. 333-76295)
                                               filed on June 2, 1999.

 2.3    Agreement and Plan of Reorganization   Incorporated by reference to
        dated as of February 24, 2001 by       Exhibit 2.1 to Current Report
        and between Promistar and FNH          on Form 8-K filed on February
                                               27, 2001.

 3.1    Articles of Incorporation as           Incorporated by reference
        amended to August 16, 1991             to Registration Statement
                                               on Form S-4 (No. 33-69112)
                                               filed on October 15, 1993.

 3.2    Amendment to Articles of               Incorporated by reference
        Incorporation dated June 4, 1997       to Registration Statement
                                               on Form S-4 (No. 333-61683)
                                               filed on September 3, 1998.

 3.3    Amendment to Articles of               Filed herewith.
        Incorporation dated October 27,
        2000

 3.4    By-laws as amended to                  Incorporated by reference to
        September 23, 1992                     Registration Statement on
                                               Form S-4 (No. 33-69112)
                                               filed on October 15, 1993.

 10.1   Supplemental Executive Benefit         Incorporated by reference to
        Plan dated July 23, 1997.*             Exhibit 10.1 to the
                                               Corporation's Annual Report on
                                               Form 10-K for the year ended
                                               December 31, 1997.

 10.2   Key Employee Incentive                 Incorporated by reference to
        Compensation Plan dated                Exhibit 10.2 to the Corporation's
        July 24, 1996.*                        Annual Report 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 the Corporation's
        dated January 1, 1987, as              Annual Report on Form 10-K for
        amended and restated.*                 the year ended December 31, 1996.

                                16

 10.4   1998 Equity Incentive Plan             Incorporated by reference to
        dated May 12, 1998.*                   Exhibit 10.4 to the Corporation's
                                               Quarterly Report on Form 10-Q
                                               for the quarter ended June 30,
                                               1998.


 10.5   Employment Agreement by and            Incorporated by reference to
        between the Corporation                Exhibit 10.5 to the
        and Laurel Bank and                    Corporation's Annual
        George W. Hay.*                        Report on Form 10-K for the
                                               year ended December 31, 1999.

 10.6   Stock Option Agreement dated as of     Incorporated by reference to
        February 24, 2001 between Promistar    Exhibit 10.1 to Current Report
        and FNH                                on Form 8-K filed on
                                               February 27, 2001.

 13.1   All portions of the Promistar          Filed herewith.
        Financial Corporation
        2000 Annual Report to
        Shareholders that are
        incorporated herein by
        reference.

 21.1   Subsidiaries of the Corporation        Filed herewith.

 23.1   Consent of                             Filed herewith.
        PricewaterhouseCoopers LLP,
        independent accountants
        for the Corporation.

 23.2   Consent of S.R. Snodgrass, A.C.,       Filed herewith.
        independent accountants for
        the former First Philson
        Financial Corporation.



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


     The Corporation 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 the Corporation's expenses in furnishing such exhibit(s).
Requests should be directed in writing to Jeffrey S. Hunt, Corporate
Secretary, Promistar Financial Corporation, 551 Main Street, P. O.
Box 1146, Johnstown, Pennsylvania 15907-1146.

                                  17