FORM 10-Q

                    Securities and Exchange Commission
                         Washington, D.C.  20549

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

               For the quarterly period ended:  March 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 no.:     0-12377


                            BT FINANCIAL CORPORATION
                            ------------------------
               (Exact Name of Registrant as Specified in its Charter)

                    Pennsylvania               25-1441348
                    ------------               ----------
          (State of Incorporation)  (I.R.S. Employer Identification Number)

                 551 Main Street, Johnstown, Pennsylvania  15901
                 -----------------------------------------------
               (Address of Principal Executive Offices)  (Zip Code)


                              (814) 532-3801
                              --------------
                         Registrant's Telephone Number



     Indicate by checkmark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

                    Yes  X              No
                        ---                ---

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

                    16,683,294 shares of common stock
                          ($5.00 par value)
                          as of May 3, 2000





                 BT FINANCIAL CORPORATION AND AFFILIATES
                              FORM 10-Q
                            March 31, 2000


     Part I.  Financial Information                          Page No.
     ------------------------------                          --------
     Item 1.
     -------
          Consolidated Balance Sheet - March 31, 2000
           and December 31, 1999                                 3

          Consolidated Statement of Income
           Three Months Ended March 31, 2000 and 1999            4

          Consolidated Statement of Cash Flows
           Three Months Ended March 31, 2000 and 1999            5

          Consolidated Statement of Comprehensive Income
           Three Months Ended March 31, 2000 and 1999            6

          Notes to Consolidated Financial Statements             7

     Item 2.
     -------
          Management's Discussion and Analysis of
           Financial Condition and Results
           of Operations                                        11

     Item 3.
     -------
          Quantitative and Qualitative Disclosures
           about Market Risk                                    20

     Part II.  Other Information
     ---------------------------
     Item 1.
     -------
          Legal Proceedings                                     20

     Item 2.
     -------
          Changes in Securities and Use of Proceeds             20

     Item 3.
     -------
          Defaults Under Senior Securities                      20

     Item 4.
     -------
          Submission of Matters to a Vote of Security Holders   20

     Item 5.
     -------
          Other Information                                     20

     Item 6.
     -------
          Exhibits and Reports on Form 8-K                      21


Signatures                                                      22

                                2



                                ITEM 1
                                ------
                         FINANCIAL STATEMENTS
                         --------------------
               BT FINANCIAL CORPORATION AND AFFILIATES
               ---------------------------------------
                     CONSOLIDATED BALANCE SHEET
                     --------------------------
(In thousands, except share data)
                                             March 31     December 31
                                                2000             1999
                                           (Unaudited)
                                            -------------------------
ASSETS
Cash and cash equivalents                    $ 60,732        $ 65,812
Interest-bearing deposits with banks              740             136
Federal funds sold                              5,000          49,000

Securities available-for-sale                 374,283         359,883
Securities held-to-maturity (market values
 of $1,972 at March 31, 2000 and
 $1,983 at December 31, 1999)                   2,000           1,999
                                            -------------------------
            Total securities                  376,283         361,882
                                            -------------------------

Loans                                       1,501,096       1,529,696
    Less:  Unearned interest                   12,785          14,872
           Reserve for loan losses             15,656          15,654
                                            -------------------------
             Net loans                      1,472,655       1,499,170

Premises and equipment                         28,618          29,265
Accrued interest receivable                    13,011          12,660
Other assets                                   41,925          42,747
                                            -------------------------
            Total assets                  $ 1,998,964     $ 2,060,672
                                            =========================

LIABILITIES
Deposits:
  Non-interest-bearing                     $  241,004      $  241,293
  Interest-bearing                          1,343,856       1,353,826
                                            -------------------------
            Total deposits                  1,584,860       1,595,119

Federal funds purchased and securities sold
  under agreements to repurchase               35,797          37,607
Short-term borrowings                          26,335          78,750
Accrued interest payable                        8,879           7,840
Other liabilities                               5,413           6,319
Long-term borrowings                          150,004         150,010
                                           --------------------------
            Total liabilities               1,811,288       1,875,645
                                           --------------------------

SHAREHOLDERS' EQUITY
Preferred stock, no par value
   2,000,000 shares authorized,
   None outstanding                              ---              ---
Common stock, par value $5 per share,
   25,000,000 shares authorized,
   shares issued: 16,683,294 at March 31, 2000
   and December 31, 1999                       83,416          83,416
Surplus                                        58,950          58,956
Retained earnings                              56,449          53,666
Accumulated other
  comprehensive (loss) income                 (11,139)        (11,011)
                                           ---------------------------
            Total shareholders' equity        187,676         185,027
                                           ---------------------------
            Total liabilities and
                 shareholders' equity      $1,998,964      $2,060,672
                                           ===========================

  The accompanying notes are an integral part of the consolidated financial
statements.
                                3


                      BT FINANCIAL CORPORATION AND AFFILIATES
                      ---------------------------------------
                         CONSOLIDATED STATEMENT OF INCOME
                         --------------------------------
                                   (Unaudited)

                  (In thousands, except shares and per share data)

                                               Three months ended
                                                    March 31
                                               2000            1999
                                           -------------------------

  INTEREST INCOME

  Loans, including fees                    $ 30,066         $ 27,095
  Investment securities:
       Taxable                                4,384            4,670
       Tax-exempt                             1,292            1,332
  Deposits with banks                             2                1
  Federal funds sold                            611              143
                                           -------------------------
       TOTAL INTEREST INCOME                 36,355           33,241
                                           -------------------------
  INTEREST EXPENSE

  Deposits                                   13,064           12,020
  Federal funds purchased
       and securities sold under
       agreements to repurchase                 363              316
  Short-term borrowings                       1,014               28
  Long-term borrowings                        2,014            1,290
                                           -------------------------
       TOTAL INTEREST EXPENSE                16,455           13,654
                                           -------------------------

  NET INTEREST INCOME                        19,900           19,587
  Provision for loan losses                   1,203            1,477
                                           -------------------------
       NET INTEREST INCOME
         AFTER PROVISION FOR LOAN LOSSES     18,697           18,110
                                           -------------------------

  OTHER INCOME

  Trust and investment management income      1,130             973
  Fees for other services                     2,363           2,254
  Net security gains                             30              77
  Other income                                  337             166
                                           -------------------------
       TOTAL OTHER INCOME                     3,860           3,470
                                           -------------------------

  OTHER EXPENSES

  Salaries and wages                          5,960           6,008
  Pension and other
       employee benefits                      1,134           1,351
  Net occupancy expense                       1,243           1,267
  Equipment expense                           1,392           1,500
  Amortization of intangible assets             492             524
  Other taxes                                   481             479
  Other operating expense                     3,097           3,401
                                           -------------------------
       TOTAL OTHER EXPENSES                  13,799          14,530
                                           -------------------------
  INCOME BEFORE INCOME TAXES                  8,758           7,050
  Provision for income taxes                  2,639           1,989
                                           -------------------------
       NET INCOME                          $  6,119         $ 5,061
                                           =========================

  Earnings per common share - Basic
       and Diluted                         $    .37         $   .30
  Weighted average common shares
       outstanding - Basic               16,683,294      16,683,294
  Weighted average common shares
       outstanding - Diluted             16,683,294      16,686,051

  DIVIDENDS PAID PER COMMON SHARE          $    .20         $   .16

  The accompanying notes are an integral part of the consolidated financial
statements.

                               4

                           BT Financial Corporation and Affiliates
                             CONSOLIDATED STATEMENT OF CASH FLOWS
                                        (Unaudited)
                                       (In thousands)

                                                          Three months ended
                                                                March 31
                                                              2000     1999
                                                         -------------------

  CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                               $ 6,119  $ 5,061
  Adjustments to reconcile net income to
    net cash provided by operating activities:
       Provision for loan losses                             1,203    1,477
       Provision for depreciation and
         amortization                                        1,026    1,193
       Amortization of intangible assets                       492      524
       Amortization of premium, net of
         accretion of discount on loans and
         securities                                             13      (65)
       Deferred income taxes                                   (93)    (114)
       Realized net securities gains                           (30)     (77)
       Proceeds from sale of loans                           4,442      618
       Decrease (increase) in interest receivable             (351)     699
       Increase in interest payable                          1,039      967
       Equity in loss of limited partnerships                   32       62
       Other assets and liabilities, net                      (433)      10
                                                          -------------------
             Net cash provided by operating
                 activities                                 13,459   10,355
                                                          -------------------

  CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sales of securities                          3,627      ---
  Repayments and maturities of securities
    available-for-sale                                       2,537   21,285
  Repayments and maturities of securities
    held-to-maturity                                           ---   55,768
  Purchases of securities available-for-
    sale                                                   (20,753) (12,918)
  Purchase of securities held-to-maturity                      ---   (3,728)
  Net (increase) decrease in interest-bearing
    deposits with banks                                       (604)      11
  Net decrease in federal funds sold                        44,000    4,100
  Net decrease (increase) in loans                          20,865  (61,459)
  Purchases of premises and equipment and other               (379)    (411)
                                                         --------------------
            Net cash provided by investing activities       49,293    2,648
                                                         --------------------

  CASH FLOWS FROM FINANCING ACTIVITIES:
  Net decrease in deposits                                 (10,259) (31,473)
  Net (decrease) increase in Federal Funds purchased and
    securities sold under agreements to repurchase          (1,810)   3,413
  Net (decrease) increase in short-term borrowings         (52,415)     585
  Common stock cash dividends paid                          (3,336)  (2,702)
  Payment on long-term borrowings                               (6)      (5)
  Other                                                         (6)     ---
                                                         --------------------
           Net cash used in financing activities           (67,832) (30,182)
                                                         --------------------
  Decrease in cash and cash equivalents                     (5,080) (17,179)
  Cash and cash equivalents at beginning
       of the year                                          65,812   67,823
                                                         --------------------
  Cash and cash equivalents at end of period               $60,732  $50,644
                                                         ====================


  The accompanying notes are an integral part of the consolidated financial
statements.

                                5


                   BT FINANCIAL CORPORATION AND AFFILIATES
                   ---------------------------------------
                CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                ----------------------------------------------
                                 (Unaudited)
                                  ----------
                                (In thousands)
                                -------------

                                                      Three months ended
                                                           March  31
                                                      2000             1999
                                                   -------------------------

   Net income                                      $ 6,119          $ 5,061
                                                   -------------------------
   Other comprehensive income (loss), net of tax:
   Unrealized holding losses on
     securities arising during period, net of tax
     of $(58) in 2000 and $(1,000) in 1999            (109)          (1,858)
   Less:  Reclassification adjustment for
          gains included in net income, net of tax
          of $11 in 2000 and $27 in 1999                19               50
                                                  --------------------------
   Other comprehensive (loss), net of tax of
     $(69) in 2000 and $(1,027) in 1999               (128)          (1,908)
                                                  --------------------------
   Comprehensive income                            $ 5,991          $ 3,153
                                                  ==========================

     The accompanying notes are an integral part of the consolidated
financial statements.

                                6


                      BT FINANCIAL CORPORATION AND AFFILIATES
                      ---------------------------------------
                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      ------------------------------------------

                                     (Unaudited)


 1.  In the opinion of the management of BT Financial Corporation (BT or
     the Corporation), the accompanying consolidated financial
     statements include all normal recurring adjustments necessary for a
     fair presentation of the financial position and results of
     operations of BT for the periods presented.  All significant
     intercompany transactions have been eliminated in consolidation.
     The consolidated financial statements of BT include the accounts of
     BT and its wholly owned affiliates, Laurel Bank (Laurel), Laurel
     Trust Company (the Trust Company), Bedford Associates, Inc., Laurel
     Community Development Corporation, Bedford Associates of Delaware,
     Inc., Flex Financial Consumer Discount (Flex), and Laurel
     Investment Advisors, Inc.  On July 14, 1999, BT completed a merger
     with First Philson Financial Corporation (Philson).  At the time of
     the merger, Philson's assets were approximately $221 million.
     Philson owned First Philson Bank, N.A. and Flex, a finance company
     subsidiary.  The merger was accounted for as a pooling-of-
     interests, and accordingly, BT'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.  These statements should be read in
     conjunction with the financial statements and the notes thereto
     included in BT's annual report to the Securities and Exchange
     Commission on Form 10-K for the year ended December 31, 1999.  The
     results of operations for the three-month period ended March 31,
     2000 are not necessarily indicative of the results which may be
     expected for the full year.

 2.  Tax provisions for interim financial statements are based on the
     estimated effective tax rates for the full fiscal year.  The
     estimated effective tax rates may differ from the statutory tax
     rate due primarily to tax-exempt interest income.

 3.  Reserve for loan losses -- The recorded investment in loans for
     which impairment has been recognized in accordance with Statement
     of Financial Accounting Standards (SFAS) No. 114 totaled $6.6
     million at March 31, 2000, compared to $5.4 million at December 31,
     1999 and $0 at March 31, 1999.  The corresponding loan loss
     valuation allowance was $1.1 million at March 31, 2000 and December
     31, 1999 compared to $0 at March 31, 1999.  BT recognized $39,000
     and $0 of interest revenue on impaired loans during the three
     months ended March 31, 2000 and 1999, respectively.  The interest
     revenue in the current year was recorded using the cash basis of
     income recognition.

                                7

 4.  Earnings Per Share
     ------------------

     The following table shows the calculation of basic and diluted
     earnings per share.  Share and per share data has been adjusted to
     reflect the five percent stock dividend distributed on February 1,
     2000.

                                                   Three months ended
                                                         March 31
                                                   2000           1999
                                                   -------------------
   Basic Earnings Per Share:
        Net income(in thousands)                $ 6,119        $ 5,061
                                                  =====          =====
        Weighted average number
            of common shares
            outstanding-Basic                16,683,294     16,683,294

        Basic Earnings Per
            Share                                $  .37         $  .30
                                                  =====          =====
   Diluted Earnings Per Share:
        Net income (in thousands)               $ 6,119        $ 5,061
                                                  =====          =====
        Weighted average number
            of common shares
            outstanding-Basic                16,683,294     16,683,294

        Effect of dilutive
            stock options                           ---          2,757
                                             ----------     ----------
        Weighted average number
            of common shares
            outstanding-Diluted              16,683,294     16,686,051
                                             ==========     ==========
        Diluted Earnings
            Per Share                            $  .37         $  .30
                                                  =====          =====

 5.  Recent Accounting Pronouncements
     --------------------------------

     In June 1998, the Financial Accounting Standards Board (FASB)
     issued SFAS No. 133, "Accounting for Derivative Instruments and
     Hedging Activities."  The statement establishes accounting and
     reporting standards for derivative instruments, including certain
     derivative instruments embedded in other contracts, and for hedging
     activities.  It requires, among other things, that an entity
     recognizes all derivatives as either assets or liabilities in the
     statement of financial condition and measures those instruments at
     fair value.  In June of 1999, the FASB issued SFAS No. 137,

                                 8

     "Accounting for Derivative Instruments and Hedging Activities -
     Deferral of the Effective Date of SFAS No. 133," which postponed
     the adoption date of SFAS No. 133.  As such, the Corporation is not
     required to adopt SFAS No. 133 until fiscal year 2001.  Since BT
     does not currently use derivative financial instruments, the
     standard would not have any material impact on BT's financial
     position or results of operations upon adoption.

     In March of 2000, the FASB issued Interpretation No. 44,
     "Accounting for  Certain Transactions Involving Stock
     Compensation, an interpretation of Accounting Principles Board
     Opinion (APB) No. 25".  The interpretation is intended to provide
     accounting guidance involving stock compensation and to clarify
     certain problems that have arisen in practice since the issuance
     of APB No. 25 in October 1972.  This interpretation is effective
     on July 1, 2000.  BT does have a stock-based compensation plan,
     however, management believes the interpretation would not have any
     material impact on BT's financial position or results of
     operations upon adoption.

6.    Litigation
      ----------

     A purported class action was instituted in the Court of Common
     Pleas of Cambria County, Pennsylvania against the former Johnstown
     Bank & Trust Company (Bank and Trust), now Laurel Bank, and
     Security of America Life Insurance Company (Security) in November,
     1996 alleging various calculation irregularities in connection
     with a residential mortgage loan to the plaintiff in the
     principal amount of approximately $13,000 resulting in,
     among other things, overcharges on credit life and disability
     insurance coverage and other items.  The plaintiff purports to
     represent a class of persons who made a mortgage payment to the
     former Bank and Trust or any of its subsidiaries within six years
     before November 21, 1996 and/or had credit life or disability
     insurance coverage with Security within six years before November
     21, 1996.  The complaint seeks unspecified damages.  The
     Corporation has filed an answer denying that its actions breached
     its agreements with plaintiffs.  All parties have come to an
     agreement to settle the action.  The Court entered an order
     approving the settlement on April 20, 2000.  The parties have
     agreed to a settlement class of 432 accounts, the number of
     residential mortgages which the bank converted from one method of
     accounting to another.  Notices were sent to all 432 accounts and
     3 potential class members opted not to participate in the
     settlement, meaning these borrowers could bring lawsuits for their
     individual claims against the defendants if they choose.  One
     borrower stated its good relations with Bank and Trust as its
     reason for opting out.  The other 2 borrowers did not state their
     reasons for opting out.  Laurel Bank and Security will contribute
     $200,000 and $25,000, respectively, to the settlement fund.
     Interest on the settlement contributions will be calculated at
     5.9% per annum until the time of payment.  As of March 31, 2000,
     Laurel Bank has accrued its portion of the settlement.  Laurel
     Bank expects to make its contribution to the settlement by the
     end of May 2000.

     On November 19, 1997, Laurel Capital Group, Inc, and its wholly-
     owned subsidiary, Laurel Savings Bank, filed a suit in the United
     States District Court in the Western District of Pennsylvania
     claiming that Laurel Bank infringed on its common law trademark
     and servicemark rights by using the name "Laurel" and a related
     logo in an undefined market area referred to as the "Pittsburgh
     area."  The suit seeks to enjoin Laurel from using its name and

                                9

     related logo in the "Pittsburgh area" and seeks unspecified
     damages.  Laurel Savings Bank is a thrift institution with five
     branch locations in the North Hills of Pittsburgh and one branch
     in Butler County.  Pending a hearing on plaintiffs' motion for
     preliminary injunction, Laurel agreed to refrain from using the
     "Laurel" name or any related logo on any bank documents,
     advertisements, or promotional materials in the "Pittsburgh area".
     In April 1999, the Court granted plaintiff's partial motion for
     summary judgment, concluding that plaintiff has the exclusive
     right to use the word "Laurel" in its name within a geographic
     area around its offices in the Pittsburgh area, but the court did
     not define the area of exclusive use. While the plaintiff contends
     that the zone of exclusive use encompasses the metropolitan
     "Pittsburgh area", Laurel Bank contends that this zone is
     substantially smaller.  The issue of the scope of the "Pittsburgh
     area" remains to be decided.  On April 26, 2000, the Court held a
     conference for the purpose of facilitating settlement discussions.
     In the meantime, the court has suspended the schedule for expert
     reports and briefing on the issue of the scope of the "Pittsburgh
     area" in an effort to facilitate a settlement.  The impact of this
     litigation on BT cannot be fully assessed at this stage of the
     proceedings.

     Due to the nature of their activities, BT and its subsidiaries are
     at all times engaged in other various legal proceedings which
     arise in the normal course of their businesses.  While it is
     difficult to predict the outcome of these proceedings, management
     believes the ultimate liability, if any, will not materially
     affect BT's consolidated financial position or results of
     operations.

7.   Stock Dividend
     --------------

     On December 22, 1999, BT's Board of Directors declared a five
     percent stock dividend.  The dividend was distributed on February
     1, 2000, to shareholders of record as of January 4, 2000.  All
     share and per share data in this report has been adjusted to
     reflect the stock dividend.


8.   Stock Based Compensation Plan
     -----------------------------

     On January 5, 2000, under the 1998 Equity Incentive Plan, BT
     granted non-qualified stock options to certain employees and
     directors to purchase 111,500 shares of BT Common Stock.  The
     exercise price of the options was $20 per share which equaled the
     market price of BT's Common Stock on the date of grant.  The stock
     options became exercisable on January 6, 2000 and have a maximum
     term of 10 years.


                                10


                                ITEM 2
                                ------
                 MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 ---------------------------------------
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS
              ---------------------------------------------

 The following is Management's Discussion and Analysis of the material
 changes in financial position between March 31, 2000 and December 31,
 1999, and the material changes in results of operations comparing the
 three month period ending March 31, 2000 with the results for the
 comparable period of 1999 for BT.  The following should be read in
 conjunction with BT's Annual Report on Form 10-K for the year ended
 December 31, 1999.

 On July 14, 1999, BT completed a merger with First Philson Financial
 Corporation (Philson).  Philson owned First Philson Bank, N.A. and
 Flex Financial Consumer Discount Company, a finance company
 subsidiary.  At the time of the merger, Philson's assets were
 approximately $221 million.  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 Philson for all periods presented prior to the
 merger.  This acquisition strengthened BT's leading market position in
 Somerset County, Pennsylvania, where BT currently represents over one-
 third of total bank and thrift deposits.

 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 (the "Securities Act"),
 and Section 21E of the Securities Exchange Act of 1934, as amended
 (the "Exchange Act"), 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" 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 BT 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 BT has no control); other factors affecting BT's
 operations, markets, products and services; and other risks detailed
 in this report and in BT's other Securities and Exchange commission
 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 Company undertakes no obligation to
 publicly revise these forward-looking statements to reflect events or
 circumstances that arise after the date hereof.

                                11


 FINANCIAL REVIEW
 ----------------

 Overview
 --------

 BT's primary financial objectives are to expand the growth and
 profitability of the Corporation through:  (1) expansion and
 diversification of revenue streams in fee income, trust, and
 investment management areas, (2) increases in market share growth by
 way of expanded sales-focused initiatives, (3) implementation of
 various efficiency strategies including the continuous refinement of
 BT's product delivery systems and (4) strategic mergers and
 acquisitions.  Maintaining high asset quality while managing internal
 and merger-related growth remains an essential element in BT's
 expansion strategies.  BT's strategic business plan targets retail
 consumers and small to mid-sized businesses by offering a full menu of
 banking and financial services.

 BT's recent merger with Philson in July of 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 Laurel Bank upon consummation of the
 merger.  Philson also owned Flex Financial Consumer Discount Company,
 which continues to operate as a non-bank subsidiary of BT.  Targeted
 synergies and efficiencies resulting from the merger have been
 realized as evidenced by an improved efficiency ratio of 56% in the
 first quarter of 2000 compared to 60% in the same period of 1999.
 Cost-saving measures included the elimination of redundant overhead
 expenses and some branch closures due to overlapping market areas.
 During the fourth quarter of 1999, two branches of the former Philson
 Bank, N.A., along with one branch of Laurel, were closed and
 consolidated into nearby locations as a result of duplicate service
 areas created by the merger.  BT plans to generate additional revenues
 in the future through the expansion of Flex's market by opening
 additional Flex offices and by targeting trust and investment services
 to the former Philson customer base.

 BT's consolidated net income increased 20.9%, to $6.1 million, or $.37
 per diluted share, in the first quarter of 2000 compared to $5.1
 million, or $.30 per diluted share, in the same period of 1999.  The
 strong earnings improvement was driven primarily by increases in net
 interest income and non-interest income along with a reduction in
 other expenses.  Gains in non-interest income reflect BT's continued
 emphasis on growth in fee-related revenues and less reliance on net
 interest income. As a percent of total revenue (net interest income
 and total other income), BT's total other income increased to 16.2 percent
 in the first quarter of 2000 when compared to 15.0 percent for the
 same period of 1999.  Trust and investment management income was a
 prime contributor as it increased 16.1% to $1.1 million.

 Total assets were $2.00 billion at March 31, 2000 compared to $2.06
 billion at December 31, 1999 and $1.89 billion at March 31, 1999.  The
 decline during the first quarter of 2000 was primarily due to the
 retirement of $50 million in short-term borrowings at the Federal Home
 Loan Bank.   The year-over-year increase was primarily due to strong
 loan growth.

 On April 26, 2000, the Board of  Directors declared an increased cash
 dividend of $.21 per share to shareholders of record on May 8, 2000,
 payable June 1, 2000.  This increase is in keeping with BT's practice
 of reflecting the Company's success in its dividend policy.

                                12

 CHANGES IN FINANCIAL POSITION

 Total assets at March 31, 2000 were $2.00 billion compared to $2.06
 billion at December 31, 1999 and $1.89 billion at March 31, 1999.  The
 3.0% decrease from year-end 1999 was primarily due to the retirement
 of $50 million in a short-term borrowing at the Federal Home Loan
 Bank, which was recently held in short-term investments.  The 5.8%
 increase over March 31, 1999 was mainly due to higher loan levels
 funded by short- and long-term borrowings and increased deposit
 levels.  Average total assets for the quarter ended March 31, 2000
 were $2.04 billion, representing an increase of $137.6 million or 7.2%
 over the quarter ended March 31, 1999.  The increase was substantially
 due to higher loan levels in the current quarter.  Average total
 assets declined slightly by $13.1 million or 0.6% in the current
 quarter compared to the fourth quarter of 1999.

 Total shareholders' equity was $187.7 million at March 31, 2000
 compared to $185.0 million at year-end 1999 and $189.6 million at
 March 31, 2000.   The increase of $2.7 million over year-end 1999 was
 due to BT's net income.   The decline of $1.9 million compared to
 March 31, 1999 was due mainly to a reduction in accumulated other
 comprehensive income (loss) due to decreases in unrealized market
 values on securities available-for-sale.  The decline was mitigated by
 BT's net income.  The generally upward interest rate movement
 experienced over the last twelve months has resulted in a net-of-tax
 fair value securities valuation decline of $11.3 million, comparing
 the current period versus March 31, 1999.

 Total loans outstanding at March 31, 2000, net of unearned interest,
 declined $26.5 million, or 1.8%, compared to year-end 1999 versus an
 increase of $102.5 million, or 7.4% compared to March 31, 1999.  The
 decline from year-end 1999 resulted primarily from decreases in
 consumer automobile and residential mortgage loans.  Automotive
 lending was lower in the first quarter due to normal seasonality
 factors, while mortgage lending has been impacted by a higher interest
 rate environment.  The increase over March 31, 1999 was due to higher
 balances in consumer home equity and commercial loans.  BT operates
 six local sales-focused banking regions throughout its market area,
 designed to incorporate local market knowledge with the backing of a
 corporate business plan tailored to offer customers a complete array
 of lending and other financial products.  In 2000, BT has focused on
 consumer loan growth by centralizing its direct consumer lending
 function.  The key benefits of this centralization include consistent
 credit scoring, quicker approval and turnaround time, enhanced
 documentation, and improved control over the entire loan process.
 Customers will benefit by the time-savings features inherent in the
 centralized structure and the resulting improvement in customer
 service.  Commercial lending to small- and mid-sized businesses is
 also being targeted for growth in 2000 as BT continues to aggressively
 pursue existing and potential commercial relationship opportunities
 within its market area.  In order to profitably expand customer
 relationships and meet customer needs, BT has expanded its offering
 of loan terms and maturities to its customer base.  BT then
 executes funding strategies and other balance sheet management
 techniques to optimize the related impact on BT's operating results.
 As an example, BT has established secondary market relationships which
 allow the sale of certain longer-term loans.  This enhances BT's
 capability to manage its balance sheet more effectively both from a
 liquidity and risk perspective while providing the potential for fee

                                13

 gains related to the asset sales.  In 2000, BT plans to become more
 active in pursuing longer term commercial and mortgage lending with
 the intent to sell the loans when deemed appropriate by management.

 BT's nonperforming assets increased $2.4 million, or 21.9%, and $4.6
 million, or 52.5%, compared to year-end 1999 and March 31, 1999,
 respectively.  The increase over year-end is principally due to the
 addition of one nonperforming commercial mortgage loan totaling
 approximately $2.0 million at March 31, 2000.  The increase over March
 31, 1999 is mainly due to the aforementioned loan and the addition of
 one nonperforming commercial relationship totaling approximately $3.0
 million at March 31, 2000.  Management is currently anticipating only
 a nominal loss in connection with these credits.

 Management's policy is to maintain an adequate loan loss reserve to
 cover inherent losses in the loan portfolio.  The evaluation process
 to determine potential losses includes loan reviews, collateral
 adequacy assessments, an analysis of specific conditions of the
 borrower and an assessment of general economic conditions.  The BT
 Credit and Collection functions continuously monitor and assess credit
 quality to minimize exposure to potential future credit losses.  The
 reserve for loan losses as a percent of loans, net of unearned
 interest, increased to 1.05% at March 31, 2000, compared to 1.03% at
 year-end 1999 and 1.04% at March 31, 1999.  The following table
 provides information with respect to the components of BT's
 nonperforming assets and related ratios for the periods indicated.


                                           MARCH 31   December 31  March 31
    (In thousands)                             2000          1999      1999
                                            ----------------------------------
    Loans 90 days or more past-due         $    617       $   582   $   566
    Restructured loans                          212           212       264
    Nonaccrual loans                         11,449         8,936     6,596
                                            ----------------------------------
      Total nonperforming loans              12,278         9,730     7,426
    Other real estate owned                     401           502       631
    Repossessed assets                          747           784       748
                                            ----------------------------------
      Total nonperforming assets           $ 13,426      $ 11,016   $ 8,805
                                            ==================================

    Nonperforming loans as a % of
      loans, net of unearned interest           .82%         .64%      .54%
    Reserve for loan losses to
      nonperforming loans                       1.3x         1.6x      1.9x
    Reserve for loan losses as a % of
      loans, net of unearned interest          1.05%        1.03%     1.04%

                                14

 Total investment securities have increased $14.4 million, or 4.0%, and
 $3.8 million, or 1.0%, compared to year-end 1999 and March 31, 1999,
 respectively.  Most of the increase over year-end 1999 was due to a
 higher level of U.S. Treasury securities while the year-over-year
 growth was due to increased government agency securities, which was
 partially offset by a decline in the unrealized market value of the
 portfolio.  BT's securities are purchased to enhance the overall yield
 on earning assets and to contribute to the management of interest rate
 risk and liquidity.  Loans generally provide higher yields than
 securities, and sound loan expansion remains one of BT's key growth
 strategies.

 Period-end total deposits decreased slightly by $10.3 million or 0.6%,
 compared to year-end 1999 while increasing $38.2 million or 2.5%,
 compared to March 31, 1999.  The decline from year-end was primarily
 due to lower levels of interest-checking and money market accounts.
 The year-over-year increase was driven by higher certificate of
 deposit balances.  BT has recently targeted growth in this product
 line by offering more aggressive rates for selected maturities.  This
 strategy allows BT to meet its funding needs at rates lower than
 current wholesale credit sources.  On a year-over-year basis, non-
 interest-bearing demand deposits grew by $11.4 million, or 5.0%,
 reflecting BT's strategic focus on growth in this area.  BT's total
 average deposits for the first quarter of 2000 were $1.58 billion,
 representing an increase of $22.8 million, or 1.5%, compared to the
 first quarter of 1999.  The increase was due to certificate of deposit
 and demand deposit growth, which offset declines in savings, interest-
 checking, and money market accounts.

 BT's short-term borrowings (consisting of federal funds purchased,
 securities sold under agreements to repurchase and other short-term
 borrowings) declined $54.2 million compared to year-end 1999 due
 mainly to the retirement of $50 million in short-term debt at the
 Federal Home Loan Bank (FHLB).  Short- and long-term borrowings
 increased $18.9 million and $51.9 million respectively, compared to
 March 31, 1999 due to funding requirements in connection with higher
 earning assets levels.  BT's long-term borrowings of $150.0 million at
 March 31, 2000 were provided by the FHLB during 1998 and 1999.  The
 borrowings, scheduled to mature in years 2008 and 2009, had interest
 rates ranging from 4.99% to 5.56% at March 31, 2000.  BT's funding
 strategy utilizes alternative nondeposit funding sources when deemed
 appropriate as a means to supplement internal deposit growth.  Loans,
 net of unearned interest, as a percentage of deposits, were 93.9%,
 95.0% and 89.6% at March 31, 2000, December 31, 1999, and March 31,
 1999, respectively.  BT strives to maintain the loan to deposit ratio
 under 100% in order not to become dependent on higher cost funding
 sources.  Funding strategies are actively managed by BT's
 Asset/Liability Committee to ensure adequate liquidity and to control
 interest rate risk exposure while maximizing profitability.

 RESULTS OF OPERATIONS

 A five percent stock dividend was declared on December 22, 1999 to shareholders
 of record at January 4, 2000.  The stock dividend was distributed on
 February 1, 2000.  All per share data in the following discussion
 reflects the stock dividend.

 For the first quarter of 2000, BT produced net income of $6.1 million,
 or $.37 per diluted share, compared to $5.1 million, or $.30 per
 diluted share, over the same period of 1999.  The improved profit
 performance in net income of 20.9% and earnings per share growth of
 23.3% was largely a result of targeted cost savings from the July 1999

                                 15

 Philson merger, continued fee income increases, and higher net
 interest income.  BT's first quarter efficiency ratio of 56% in 2000
 compared favorably to the 60% ratio of a year earlier, reflecting the
 successful integration of Philson into BT and management's ongoing
 efforts to control overhead costs.

 The annualized return on average assets for the first quarters of 2000
 and 1999 was 1.20% and 1.08%, respectively. The annualized return on
 average shareholders' equity was 13.29% in 2000 and 10.83% in 1999.
 The return on average tangible shareholders' equity, which excludes
 intangible amortization expense from net income and intangibles from
 average shareholders' equity, was 15.98% and 13.42% for the first
 quarters of 2000 and 1999, respectively.  The higher ratios in 2000
 are reflective of BT's strong year-over-year net income increase.

 Fully taxable equivalent net interest income increased $265,000, or
 1.3%, to $20.9 million in the first quarter of 2000 compared to 1999,
 despite a decline in the net interest margin.  The increase was
 primarily due to a $157.5 million, or 8.8%, rise in average earning
 assets to $1.94 billion in 2000 as average loans grew $143.5 million,
 or 10.5%, to $1.50 billion.  The increase in average earning assets
 outpaced the rise in average interest-bearing liabilities of $129.8
 million, or 8.8%, to $1.60 billion in 2000.  The net interest margin
 declined by 37 basis points to 4.33%, which is indicative of the
 recent margin pressure being experienced at most financial
 institutions.  Average earning assets yielded 7.73% in 2000 compared
 to 7.81% in 1999.  The decline was due mainly to competitive loan
 pricing.  Rates paid on average interest-bearing liabilities were
 4.12% and 3.76% for the same periods, respectively.  The increased
 cost of funds is reflective of a continued migration of funds from
 lower cost savings, interest-checking, and money market accounts to
 higher cost certificates of deposit.  BT is anticipating some
 additional margin pressure in its near-term outlook as competitive
 loan pricing and higher cost funding continues in the current rising
 interest rate environment.  BT pursues growth in non-interest bearing
 demand deposits as a means to mitigate margin compression.
 Accordingly, average demand deposits were $233.2 million in the
 current quarter, representing growth of $7.4 million, or 3.3%,
 compared to the quarter ended March 31, 1999.  This increase, along
 with the overall higher interest rate trend, improved the effective
 yield on non-interest paying funds 7 basis points to .72% in 2000 from
 .65% in 1999.

 The provision for loan losses decreased $274,000 in the first quarter
 of 2000, compared to the same period in 1999 due to management's
 assessment of the provision necessary to maintain an adequate reserve
 against potential future losses based upon the current size and
 quality of the loan portfolio.  Net charge-offs were approximately
 $1.2 million in 2000 compared to $806,000 in 1999.  The increase was
 due to generally higher levels of credit losses in most major loan
 categories.  Net charge-offs represented .32% of average loans, net of
 unearned interest, on an annualized basis for the first quarter of
 2000 compared to .24% for the same quarter last year.  Management
 believes the increase is not indicative of any trend representing
 deteriorating loan quality in BT's loan portfolio.

 Total other income, excluding security gains, increased $437,000, or
 12.9%, in the first quarter of 2000 compared to 1999.  Gains in other
 income reflect BT's continuing strategy of emphasis on growth in fee-
 related revenues and less reliance on net interest income.  As a
 percent of total revenue, BT's other income increased to 16.2% in the
 current quarter compared to 15.0% for the quarter ended March 31,

                                16

 1999.  Trust and investment management income increased $157,000, or
 16.1%, to $1.1 million, primarily reflecting an expansion in
 traditional trust business, including custodian and escrow
 administration.  Service fees are the most significant component of
 BT's other income, generating 61.7% of total other income, excluding
 security gains, in the current quarter.  Service fees increased
 $109,000, or 4.8%, mainly due to higher levels of deposit account fees
 earned in the first quarter of 2000 over the same period last year.
 In the current quarter, the other income component of total other
 income grew to $337,000, representing an increase of $171,000, or
 103.0%, over the first quarter of 1999.  The higher level was
 primarily due to a $78,000 increase in gains realized in connection
 with the sale of certain loans.  Gains from loan sales totaled $91,000
 in the current quarter compared to $13,000 in the first quarter of
 1999. Security gains declined $47,000 due to a higher level of gains
 related to called securities during the first quarter of last year.

 Other expenses declined by 5.0% or $731,000, primarily due to the
 successful implementation of targeted cost savings associated with the
 Philson acquisition and management's ongoing cost-containment efforts.
 Salaries and benefits declined 3.6%, while full-time equivalent
 employees declined to 831 at March 31, 2000, compared to 863 at March
 31, 1999.  Occupancy expense declined 1.9% as 3 branch offices were
 consolidated as a result of the Philson acquisition and 2 branch
 offices were sold in May of 1999.  BT will continue efforts to
 rationalize its branch banking offices in 2000 to seek greater
 efficiencies in its product delivery structure.  While BT continues to
 devote expenditures necessary to improve its technological
 capabilities, equipment expense declined 7.2% or $108,000, primarily
 due to the consolidation of data processing operations at BT and
 Philson.  All other operating expenses declined 8.2% or $312,000,
 mainly due to the elimination of duplicative expense structures at BT
 and Philson.  In particular, total professional services expense
 declined $110,000 or 15.4% to $606,000 in the current quarter.  BT
 continuously evaluates the efficiency of its operations to seek
 improved processes and delivery channels which will best serve its
 customers while reducing operating costs.  BT's Internet banking
 product is currently in its final testing phase and should be fully
 operational in the near future.  BT will employ the newest
 technologies to offer its customers a superior and highly secure on-
 line banking product.

 BT's effective tax rate was 30.1% for the first quarter of 2000
 compared to 28.2% for the same period of 1999.  The higher rate in
 2000 reflects a lower level of tax-exempt interest income compared to
 the prior year.

                                17


 CAPITAL ADEQUACY

 At March 31, 2000, BT continued to maintain capital levels designating
 the Corporation as "Well Capitalized".  BT's capital ratios as of
 March 31, 2000 and December 31, 1999 are presented in the table below.
 The required regulatory ratios, representing the level needed to meet
 "Adequately Capitalized" status are also presented.

                                                             Regulatory
                                         3-31-00   12-31-99  Requirement
                                         -------   --------  -----------
      Tier I Risk Based Ratio             12.21%    11.79%      4.00%
      Total Capital Risk Based Ratio      13.27%    12.83%      8.00%
      Tier I Leverage Ratio                8.85%     8.56%      4.00%


 COMMITMENTS AND CONTINGENCIES:

 FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

 The Corporation is a party to financial instruments with off-balance-
 sheet risk in the normal course of business to meet the financing
 needs of its customers.  These financial instruments consist of loan
 commitments and standby letters of credit.  The Corporation's exposure
 to loss in the event of nonperformance by the other party to the
 financial instrument for loan commitments and standby letters of
 credit is represented by the contractual amount of these instruments.
 The Corporation uses the same credit policies in making commitments
 and conditional obligations as it does for on-balance-sheet
 instruments.

 The face amounts of financial instruments with off-balance-sheet risk
 at March 31, 2000 were as follows:

                     (In thousands)
                     Loan commitments                   $195,958
                     Standby letters of credit            11,123

 Since many of the loan commitments may expire without being drawn
 upon, the total commitment amount does not necessarily represent
 future cash requirements or loss exposures.  The Corporation evaluates
 each customer's creditworthiness on a case-by-case basis.  The amount
 of collateral obtained, if deemed necessary by the Corporation upon
 extension of credit, is based on management's credit evaluation of the
 customer.  Standby letters of credit are unconditional commitments
 issued by the Corporation to support the financial obligations of a
 customer to a third party.  These guarantees are primarily issued to
 support public and private borrowing arrangements.  The credit risk
 involved in issuing letters of credit is essentially the same as that
 involved in extending loans.  The collateral varies but may include
 accounts receivable, inventory and property, plant and equipment for
 those commitments for which collateral is deemed necessary.

                                18

 RECENT DEVELOPMENTS:

 YEAR 2000 COMPLIANCE

 BT instituted procedures and underwent extensive systems testing to
 prepare for potential Year 2000 problems, as disclosed in earlier
 reports.  To date BT has not had any Year 2000 related problems, and
 all internal systems have functioned properly since the beginning of
 the Year 2000.  All key vendors have not had any problems that BT is
 aware of.  Additionally, BT is not aware of any adverse Year 2000
 effects on Laurel Bank's loan customers.  At this time, management
 does not foresee significant Year 2000 risks resulting from its
 dealings with vendors or customers.  BT will continue to monitor its
 systems on an ongoing basis to ensure all processes continue to
 function properly.  In prior years, BT expended a total of approximately
 $726,000 in connection with Year 2000 compliance.

                                 19

                                  ITEM 3
                                  ------
        Quantitative and Qualitative Disclosures about Market Risk
        ----------------------------------------------------------

 There have been no material changes in the Corporation's market risk
 during the three months ended March 31, 2000.  For additional
 information, refer to pages 50 and 51 in the Annual Report of BT on
 Form 10-K as filed on March 29, 2000 for the fiscal year ended
 December 31, 1999 which is incorporated by reference.

                                  PART II
                                 --------
                             OTHER INFORMATION
                            ------------------


                                  ITEM 1
                                  -------
                             Legal Proceedings
                             -----------------

 The information regarding legal proceedings can be found in this
 current filing of Form 10-Q under BT and Affiliates Notes to
 Consolidated Financial Statements in Footnote 6, Litigation.

                                  ITEM 2
                                  -------
                 Changes in Securities and Use of Proceeds
                 -----------------------------------------

 Not applicable.

                                  ITEM 3
                                  ------
                     Defaults Under Senior Securities
                     --------------------------------

 Not applicable.

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

 Not applicable.

                                  ITEM 5
                                  -------
                             Other Information
                             -----------------

 Not applicable.

                                  20


                                   ITEM 6
                                   ------
                      Exhibits and Reports on Form 8-K
                      --------------------------------


(a) Exhibits
    --------

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

  27.1              Financial Data Schedule      Filed herewith.


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

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

                                21


                               SIGNATURES
                               ----------

    Pursuant to the requirements 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)


  Date   May 15, 2000                     /s/ John H. Anderson
         ------------------               ----------------------------
                                          John H. Anderson, Chairman
                                          and Chief Executive Officer


  Date   May 15, 2000                     /s/ Brian H. Lehman
         ------------------               -------------------------------
                                          Brian H. Lehman,
                                          Senior Vice
                                          President and Chief
                                          Financial Officer

                                22