SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-K
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 [FEE REQUIRED]

                For the fiscal year ended December 31, 1996
                                          -----------------
                                    or

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

     For the transition period from ________ to _______

                      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
               ---------------------------------------------
                             (Title of class)

                    Preferred Share Purchase Rights
                    -------------------------------
                             (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 13, 1997, the aggregate market value
of shares of the registrant's Common Stock held by non-affiliates of the
registrant was approximately $221,301,303. The foregoing estimate is based
upon the closing price on the NASDAQ National Market System as reported in the
Wall Street Journal as of March 12, 1997.  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 (381,585 shares in total) from
the number of shares outstanding (5,682,215).

As of March 13, 1997, the registrant had outstanding 5,682,215 shares of its
Common Stock.

                         The Index to Exhibits is on page 16.
                                                          --
Documents incorporated by reference:
-----------------------------------
                                             Parts of Form 10-K
                                             into which Document
Document                                     is Incorporated
--------                                     --------------------
1996 Annual Report to Shareholders
(the "1996 Annual Report")                             I, II,

Definitive Proxy Statement for the
1997 Annual Meeting of Shareholders
(the "1997 Proxy Statement")                           III



                         BT FINANCIAL CORPORATION
                                 FORM 10-K
                    Fiscal year ended December 31, 1996
                    -----------------------------------
                                   INDEX
Part I                                                      Page
------                                                      ----
Item 1.   Business                                            3

Item 2.   Properties                                          5

Item 3.   Legal Proceedings                                   5

Item 4.   Submission of Matters to a Vote of
          Security Holders                                    5

          Executive Officers of the Registrant                6

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

Item 6.   Selected Financial Data                             9

Item 7.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations       9

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 multi-bank
holding company located in Johnstown, Pennsylvania, which was incorporated
under the laws of the Commonwealth of Pennsylvania on December 16, 1982.

     The Registrant has three banking subsidiaries:  Johnstown Bank and Trust
Company ("Bank and Trust"), Laurel Bank ("Laurel") and Fayette Bank
("Fayette")(each referred to as a "Bank" and collectively referred to as the
"Banks").  The Banks' principal places of business are in Johnstown, Ebensburg
and Uniontown, Pennsylvania, respectively.  At December 31, 1996
the Registrant had total assets of $1.5 billion.  The Registrant also has
three nonbank subsidiaries, Bedford Associates, Inc., which holds and leases
property used by the Banks in their banking operations, BT Management Trust
Company, a trust company which provides trust and investment services, and
Moxham Community Development Corporation, a corporation which conducts
community development activities.

     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 the
Registrant) 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, and 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.

     The Banks conduct business through a network of 69 full-service offices
located throughout southwestern Pennsylvania.  Each 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 Registrant.  In addition, the Banks operate 54 automated teller
machines ("ATM's") at 53 locations which are part of the "Cirrus " and
"MAC " systems.  "Cirrus " and "MAC " provide links to national and regional
ATM networks.

                                   3

     The Banks provide a full range of financial services to
individuals, businesses and governmental bodies, including accepting demand,
savings and time deposits, making secured and unsecured loans, and electronic
data processing of payrolls. The Banks also offer lending services, including
consumer, credit cards, real estate, commercial and industrial loans. BT
Management Trust Company offers a wide range of corporate pension and personal
trust and trust related services.  The Banks' deposits are insured by the
Federal Deposit Insurance Corporation (the "FDIC").

     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 46 offices in Cambria, Somerset, Bedford, Indiana,
Armstrong, Butler, Allegheny, and Westmoreland Counties.  At December 31,
1996, its assets totaled $866 million.

     Laurel is a Pennsylvania bank and trust company and a member of
the Federal Reserve System, with total assets of $230 million at December 31,
1996.  Laurel operates 11 offices in Cambria, Blair and Indiana Counties.

     Fayette is a Pennsylvania bank and trust company and a member of the
Federal Reserve system.  Fayette conducts business at 12 offices in Fayette,
Washington, Allegheny and Greene Counties.  Its assets totaled $355 million at
December 31, 1996.

     BT Management Trust Company, located in Johnstown, is a Pennsylvania-
chartered trust company formed on April 30, 1990.  BT Management Trust Company
resulted from the consolidation of the trust business of the Banks.

     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.

     The Registrant and the Banks 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 Registrant's competitors are larger and have
greater financial resources and facilities than the Registrant.

                                4

     As of December 31, 1996, the Registrant, the Banks, BT Management
Trust Company and the Registrant's other subsidiaries had a total of 764 full
time equivalent banking and administrative employees.  The Registrant's
executive offices are located at 551 Main Street, P.O. Box 1146, Johnstown,
Pennsylvania 15907-1146.  Its telephone number is (814) 532-3801.

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

     Merger and acquisition activities of the Registrant are detailed in
"Note 2-Acquisitions" of the "Notes to Consolidated Financial Statements"
included on pages 19 and 20 of the 1996 Annual Report to Shareholders, 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, BT Management Trust Company,
and other unrelated business concerns.  In addition, Bank and Trust owns a
seven-story building located on Clinton Street in Johnstown and is using the
building as a storage facility.

     The Banks operate 69 full-service banking offices, 51 of which are owned
by the Banks 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 1997 and 2025.  Bedford
Associates, Inc. owns 4 of the 18 leased properties, which are leased to the
Banks as community banking offices.  All properties of Bedford
Associates, Inc. have been recently purchased (1983 or later), and the
buildings are either newly constructed or have recently undergone major
renovation.  In June 1996, Bank and Trust acquired one banking office in The
Armstrong County Trust Company acquisition.  Additionally, 12 banking offices
were acquired by BT in connection with the Moxham merger in June 1996.  In
conjunction with the merger, four of these branches closed during the third
quarter of 1996 along with two branches of Bank and Trust and one branch of
Laurel as a result of duplicate service areas.

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

     Information required to be furnished pursuant to this Item is set
forth on page 25 of the 1996 Annual Report in Note 9 of the "Notes to
Consolidated Financial Statements" under the caption "Litigation".



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


                               5

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         46       Chairman, Chief Executive Officer
                                  and Director of the Registrant and
                                  of Bank and Trust.

Steven C. Ackmann        45       President and Chief Operating Officer
                                  of the Registrant

Eric F. Rummel           44       Vice Chairman of the Registrant,
                                  President of Bank and Trust.

Carl J. Motter, Jr.      59       Vice Chairman of the Registrant.

J. William Smith         49       Vice Chairman of the Registrant.

Mark L. Sollenberger     43       Executive Vice President,
                                  Treasurer and Assistant Secretary
                                  of the Registrant.  Executive Vice
                                  President and Treasurer of Bank and Trust.
                                  Treasurer and Assistant Secretary of BT
                                  Management Trust Company.

Laura L. Roth            34       Secretary and Assistant Treasurer of the
                                  Registrant, Bank and Trust and BT Management
                                  Trust Company.

William E. Ritenour      34       Vice President of the Registrant


                               6


     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 Bank and Trust since 1995.  He served as President of Laurel
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.

     Carl J. Motter has served as a Vice Chairman of the Registrant since
     --------------
1992.  He served as Executive Vice President and Treasurer of the Registrant
from 1983 to 1992 and of Bank and Trust from 1980 to 1992.  He served as
Treasurer and Assistant Secretary of BT Management Trust from 1990 to 1992.

     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 Bank and Trust since 1992.  He served as Executive
Vice President and Treasurer of the Registrant from 1992 to 1995.  He served
as Senior Vice President and Comptroller of the Registrant from 1991 to 1992.
He served as Vice President and Comptroller of the Registrant since 1986 and
of Bank and Trust since 1985.  He has served as Treasurer and Assistant
Secretary of BT Management Trust Company since 1992.

     Laura L. Roth has served as Secretary and Assistant Treasurer of the
     -------------
Registrant, Bank and Trust and BT Management Trust Company since 1995.  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.

                                7

     William E. Ritenour has served as Vice President of the Registrant since
     -------------------
1996.  He served as Controller of Fayette from 1987 to 1996.

                                8


                                  Part II


     Information required to be furnished pursuant to Part II of this report
is set forth in the 1996 Annual Report under the captions and on the pages
indicated below, and is incorporated herein by reference.
     Certain information in "Management's Discussion and Analysis" and other
statements contained in this report which are not historical facts may be
forward-looking statements that involve risks and uncertainties.  Such
statements are subject to important factors that could cause actual results to
differ materially from those contemplated by such statements, including
without limitation, the effect of changing regional and national economic
conditions; changes in interest rates; credit risks of commercial, real
estate, consumer and other lending activities; changes in federal and state
regulations; the presence in the Registrant's market area of competitors with
greater financial resources than the Registrant; or other unanticipated
external developments materially impacting the Registrant's operational and
financial performance.

                                                         Page in
                                                           1996
          Caption in 1996 Annual Report                Annual Report
          -----------------------------                -------------

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

          Market Price and Cash Dividends                   31

          Dividend Restrictions                             26


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

          Selected Consolidated Financial Data              30


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                                        31-41





                                     9

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

          Report of Independent Accountants                 12

          Consolidated Balance Sheet                        13

          Consolidated Statement of Income                  14

          Consolidated Statement of Cash Flows              15

          Consolidated Statement of Changes
          in Shareholders' Equity                           16

          Notes to Consolidated Financial Statements        17-29

          Supplemental Financial Data                       29


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 1997
          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 1997 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 1997 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 1997
          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 1997 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 1997 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 L.L.P.
          dated January 21, 1997, are described herein in Part II, Item 8 -
          Financial Statements and Supplementary Data appear on pages 13
          through 29 of the 1996 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 26, 1997
     -----------------------------            ----------------
     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 26, 1997
     -----------------------------            ----------------
     John H. Anderson
     Chairman, and Chief Executive
     Officer and Director

     Principal Financial Officer:


     /s/ Mark L. Sollenberger           Date: March 26, 1997
     -----------------------------            ----------------
     Mark L. Sollenberger
     Executive Vice President,
     Treasurer, and Assistant
     Secretary

     Principal Accounting Officer:


     /s/ William E. Ritenour            Date: March 26, 1997
     ----------------------------             ----------------
     William E. Ritenour
     Vice President

                                    13

Directors:


                                        Date: March 26, 1997
------------------------------                ----------------
G. Scott Baton II


/s/ Martin L. Bearer                    Date: March 26, 1997
------------------------------                ----------------
Martin L. Bearer


/s/ John C. Cwik, M.D.                  Date: March 26, 1997
------------------------------                ----------------
John C. Cwik, M.D.


                                        Date: March 26, 1997
------------------------------                ----------------
Bruno DeGol


/s/ Louis G. Galliker                   Date: March 26, 1997
------------------------------                ----------------
Louis G. Galliker


/s/ William B. Kania                    Date: March 26, 1997
------------------------------                ----------------
William B. Kania


                                        Date: March 26, 1997
------------------------------                ----------------
L. Robert Kimball


/s/ Edward L. Mears                     Date: March 26, 1997
------------------------------                ----------------
Edward L. Mears


/s/ Roger S. Nave                       Date: March 26, 1997
------------------------------                ----------------
Roger S. Nave


/s/ Ethel J. Otrosina                   Date: March 26, 1997
------------------------------                ----------------
Ethel J. Otrosina


                                        Date: March 26, 1997
------------------------------                ----------------
Robert G. Salathe, Jr.


/s/ William R. Snoddy                   Date: March 26, 1997
------------------------------                ----------------
William R. Snoddy



                         14

/s/ Gerald W. Swatsworth                Date: March 26, 1997
------------------------------                ----------------
Gerald W. Swatsworth

/s/ W. A. Thomas                        Date: March 26, 1997
------------------------------                ----------------
W. A. Thomas

/s/ Rowland H. Tibbott, Jr.             Date: March 26, 1997
------------------------------                ----------------
Rowland H. Tibbott, Jr.

/s/ Nelson G. Wheeler                   Date: March 26, 1997
------------------------------                ----------------
Nelson G. Wheeler


/s/ Thomas A. Young                     Date: March 26, 1997
------------------------------                ----------------
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.

Exhibit                                     Prior Filing or Sequential
Number       Description                        Page 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       Supplemental Benefit Plan     Incorporated by
            of BT Financial Corporation   reference to Exhibit
            dated June 22, 1994.*         10.1 to BT Financial
                                          Corporation's Annual
                                          Report on Form 10-K
                                          for the year ended
                                          December 31, 1994.

                               16

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

 10.2       Key Employee Incentive             Filed herewith.
            Compensation Plan of BT
            Financial Corporation
            dated July 24, 1996.*

 10.3       Moxham Bank Corporation            Filed herewith.
            Executive Retirement Plan
            dated January 1, 1987, as
            amended and restated.

 11         Computation of Net Income          Filed herewith.
            Per Share

 13.1       All portions of the BT             Filed herewith.
            Financial Corporation
            1996 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.

 27.2       Restated Financial Data            Filed herewith.
            Schedule

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

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

                         17



     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, Secretary, BT Financial Corporation, 551
Main Street, P. O. Box 1146, Johnstown, Pennsylvania 15907-1146.

                         18