================================================================================
                                  UNITED STATES
                       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
     For the Fiscal Year Ended December 31, 2004
                                       or
[ ]  TRANSITION  REPORT  PURSUANT  TO  SECTION  13 OR  15(D)  OF THE  SECURITIES
     EXCHANGE ACT OF 1934

     For the transition period from _________________ to __________________

                         Commission File Number: 1-31655
                                                 -------

                               IBT BANCORP, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

        PENNSYLVANIA                                    25-1532164
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
incorporation or organization)

  309 MAIN STREET, IRWIN, PENNSYLVANIA                              15642
----------------------------------------                         ----------
(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:  (724) 863-3100
                                                     -------------

Securities registered pursuant to Section 12(b) of the Act:

     Title of each class              Name of each exchange on which registered
     -------------------              -----------------------------------------
COMMON STOCK, $1.25 PAR VALUE                 AMERICAN STOCK EXCHANGE
-----------------------------                 -----------------------
   STOCK PURCHASE RIGHTS                      AMERICAN STOCK EXCHANGE
   ---------------------                      -----------------------

        Securities registered pursuant to Section 12(g) of the Act: NONE
                                                                    ----

     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. [X] YES [ ] NO

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

     Indicate by check mark whether the registrant is an  accelerated  filer (as
defined in Exchange Act Rule 12b-2). [X] YES [ ] NO

     Based on the closing  sales  price of $45.50 per share of the  registrant's
common stock on June 30, 2004, as reported on the American Stock  Exchange,  the
aggregate market value of voting and non-voting stock held by non- affiliates of
the registrant was  approximately  $124.1  million.  Solely for purposes of this
calculation, directors and executive officers are deemed affiliates.

     As of March 1, 2005, there were 2,955,455 shares of the Registrant's common
stock outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

     1. Portions of 2004 Annual Report to Stockholders (Parts II and IV)

     2. Portions of Proxy Statement for the 2005 Annual Meeting of Stockholders.
(Part III)

================================================================================


<PAGE>
                                     PART I

FORWARD-LOOKING STATEMENTS

     IBT Bancorp,  Inc. (the  "Company" or  "Registrant")  may from time to time
make  written  or  oral  "forward-looking   statements,"   including  statements
contained in the Company's  filings with the Securities and Exchange  Commission
(including  this Annual  Report on Form 10-K and the exhibits  thereto),  in its
reports to stockholders and in other  communications  by the Company,  which are
made in good faith by the Company  pursuant to the "safe  harbor"  provisions of
the Private Securities Litigation Reform Act of 1995.

     These forward-looking  statements involve risks and uncertainties,  such as
statements  of the  Company's  plans,  objectives,  expectations,  estimates and
intentions,  that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's  financial  performance to differ  materially from the
plans,  objectives,  expectations,  estimates and  intentions  expressed in such
forward-looking statements: the strength of the United States economy in general
and  the  strength  of  the  local  economies  in  which  the  Company  conducts
operations;  the effects of, and changes in, trade, monetary and fiscal policies
and laws,  including  interest  rate  policies of the Board of  Governors of the
Federal  Reserve  System,   inflation,   interest  rate,   market  and  monetary
fluctuations;  the timely  development  of and  acceptance  of new  products and
services of the Company and the perceived  overall  value of these  products and
services by users,  including  the  features,  pricing  and quality  compared to
competitors'  products and  services;  the  willingness  of users to  substitute
competitors' products and services for the Company's products and services;  the
success of the  Company in  gaining  regulatory  approval  of its  products  and
services,  when required;  the impact of changes in financial services' laws and
regulations   (including  laws  concerning   taxes,   banking,   securities  and
insurance);  technological changes,  acquisitions;  changes in consumer spending
and saving habits; and the success of the Company at managing the risks involved
in the foregoing.

     The Company  cautions that the foregoing  list of important  factors is not
exclusive.  The  Company  does  not  undertake  to  update  any  forward-looking
statement,  whether written or oral, that may be made from time to time by or on
behalf of the Company.

ITEM 1.  BUSINESS
-----------------

GENERAL

     IBT Bancorp,  Inc. is a Pennsylvania  corporation  headquartered  in Irwin,
Pennsylvania,  which  provides a full  range of  commercial  and retail  banking
services through its  wholly-owned  banking  subsidiary,  Irwin Bank & Trust Co.
(collectively, the "Company").

     Irwin Bank & Trust Co. (the "Bank") was incorporated in 1922 under the laws
of  Pennsylvania  as a commercial  bank under the name "Irwin  Savings and Trust
Company." The Bank engages in a full-service  mortgage,  commercial and consumer
banking business, as well as trust and a variety of deposit services provided to
its customers.  At December 31, 2004, the Bank operated through its main office,
seven branch offices,  a loan center, and a trust office as well as through five
supermarket  branches under the name "Irwin Bank Extra." The Bank's main office,
full service branch offices,  loan center, trust office and supermarket branches
are located in the  Pennsylvania  counties of  Westmoreland  and Allegheny.  The
Bank's web site is located at "www.myirwinbank.com."


<PAGE>

     References  to the Company or  Registrant  used  throughout  this  document
generally  refers to the  consolidated  entity which includes the main operating
company, the Bank, unless the context indicates otherwise.

COMPETITION

     The Registrant's primary market area consists of Westmoreland and Allegheny
counties,   Pennsylvania,   which  are  part  of  the  Pittsburgh   Metropolitan
Statistical Area  ("Pittsburgh  MSA") and is one of many financial  institutions
serving this market area. Based on data compiled by the FDIC as of June 30, 2004
(the latest date for which such data is available)  the Bank was ranked sixth of
20 FDIC-insured  institutions in Westmoreland County with a 6.61% deposit market
share and 19th out of 39 institutions  in Allegheny  County with a 0.39% deposit
market  share.  The Bank was  ranked  12th out of 64  institutions  serving  the
Pittsburgh  MSA with a 1.0% market  share.  Such data does not reflect  deposits
held by credit unions with which the Bank also  competes.  The  competition  for
deposit  products  comes  from  other  insured  financial  institutions  such as
commercial  banks,  thrift  institutions  and credit unions in the  Registrant's
market area.  Deposit  competition also includes a number of insurance  products
sold by local  agents and  investment  products  such as mutual  funds and other
securities sold by local and regional brokers. Loan competition comes from other
insured financial institutions such as commercial banks, thrift institutions and
credit unions.


                                       2
<PAGE>

LENDING ACTIVITIES

     ANALYSIS OF LOAN PORTFOLIO.  The following table sets forth the composition
of the  Registrant's  loan portfolio in dollar amounts and in percentages of the
respective portfolios at the dates indicated.
<TABLE>
<CAPTION>
                                                                AT DECEMBER 31,
                                    --------------------------------------------------------------------------
                                              2004                     2003                      2002
                                    -------------------       --------------------      -------------------
                                        $          %              $             %          $            %
                                     -------     ------         -------     ------       -------     ------
                                                              (DOLLARS IN THOUSANDS)
<S>                                 <C>           <C>          <C>           <C>        <C>           <C>
  Mortgage.......................   $252,114      57.37%       $244,923      58.33%     $210,244      57.87%
  Installment....................     84,673      19.27          78,327      18.65        59,321      16.33
  Commercial.....................     61,140      13.91          59,591      14.19        58,634      16.14
  Home equity lines of credit....     23,201       5.28          21,963       5.23        15,832       4.36
  PHEAA (1)......................      7,355       1.67           7,834       1.87         6,900       1.90
  Municipal......................     10,050       2.29           6,268       1.49        11,190       3.08
  Credit cards...................         45       0.01              38       0.01            32       0.01
  Other..........................        855       0.20             965       0.23         1,148       0.31
                                     -------     ------         -------     ------       -------     ------
Total loans......................    439,433     100.00%        419,909     100.00%      363,301     100.00%
                                                 ======                     ======                   ======
Less:
  Unearned discount..............         --                         --                       --
  Deferred loan origination
    fees and costs...............        291                        338                      557
  Allowance for loan losses......      2,594                      3,285                    2,873
                                     -------                    -------                  -------
Total loans, net.................   $436,548                   $416,286                 $359,871
                                     =======                    =======                  =======

<CAPTION>
                                                 AT DECEMBER 31,
                                    ------------------------------------------
                                             2001                  2000
                                    --------------------   -------------------
                                        $           %          $            %
                                     -------     ------     -------     ------
                                               (DOLLARS IN THOUSANDS)
<S>                                 <C>           <C>      <C>           <C>
  Mortgage.......................   $173,214      54.55%   $152,753      51.95
  Installment....................     64,053      20.17      65,327      22.22
  Commercial.....................     55,185      17.38      52,676      17.92
  Home equity lines of credit....     11,001       3.47      10,067       3.42
  PHEAA (1)......................      6,950       2.19       6,632       2.26
  Municipal......................      5,369       1.69       5,945       2.02
  Credit cards...................         32       0.01          --         --
  Other..........................      1,715       0.54         611       0.21
                                     -------     ------     -------     ------
Total loans......................    317,519     100.00%    294,011     100.00%
                                                 ======                 ======
Less:
  Unearned discount..............         --                     --
  Deferred loan origination
    fees and costs...............        273                    178
  Allowance for loan losses......      2,114                  1,919
                                     -------                -------
Total loans, net.................   $315,132               $291,914
                                     =======                =======
<FN>
_________________________
(1) Pennsylvania Higher Education Assistance Authority.
</FN>
</TABLE>

                                       3
<PAGE>

     LOAN MATURITY TABLE. The following table sets forth maturities and interest
rate sensitivity for all categories of loans as of December 31, 2004.  Scheduled
repayments are reported in the maturity category in which payment is due.
<TABLE>
<CAPTION>

                                               HOME
                                              EQUITY
                                             LINES OF                                      PHEAA
                                 MORTGAGE    CREDIT(2)      INSTALLMENT     COMMERCIAL      (1)       MUNICIPAL
                                 --------    --------       -----------     ----------     ------     ---------
                                                             (IN THOUSANDS)

<C>                               <C>         <C>             <C>           <C>         <C>             <C>
1 year or less............        $11,734     $23,201         $11,342       $14,098        $   --       $10,050
After 1 year:
  1 to 5 years............         58,552          --          37,480        17,844         7,355            --
  After 5 years...........        181,828          --          35,851        29,198           --             --
                                 --------     -------         -------       -------        ------       -------
Total due after one year..        240,380          --          73,331        47,042         7,355            --
                                 --------     -------         -------       -------        ------       -------
Total amount due..........       $252,114     $23,201         $84,673       $61,140        $7,355       $10,050
                                 ========     =======         =======       =======        ======       =======
<CAPTION>

                                  CREDIT
                                   CARDS
                                    (2)        OTHER       TOTAL
                                  -------      -----       -----
                                           (IN THOUSANDS)
<C>                                <C>         <C>        <C>
1 year or less............         $45         $855       $71,325
After 1 year:
  1 to 5 years............          --           --       121,231
  After 5 years...........          --           --       246,877
                                   ---         ----      --------
Total due after one year..          --           --       368,108
                                   ---         ----      --------
Total amount due..........         $45         $855      $439,433
                                   ===         ====      ========
<FN>
______________________
(1)  PHEAA loans are sold when  repayment  begins;  assumption is that all PHEAA
     loans will mature in 1 to 5 years.
(2)  Home equity  credit lines and credit card loans have no stated  maturities;
     therefore they are classified as due in one year or less.
</FN>
</TABLE>

         The  following  table sets forth,  as of December 31, 2004,  the dollar
amount of all loans due after  December  31,  2004,  based upon  fixed  rates of
interest or floating or adjustable interest rates.
<TABLE>
<CAPTION>

                                                    FLOATING OR
                                     FIXED RATES   ADJUSTABLE RATES      TOTAL
                                     -----------   ----------------      ------
                                                    (IN THOUSANDS)

<S>                                   <C>              <C>              <C>
Mortgage(1) .................         $223,832         $ 16,548         $240,380
Installment .................           71,929            1,402           73,331
Commercial ..................           16,540           30,502           47,042
PHEAA .......................             --              7,355            7,355
     Total ..................         $312,301         $ 55,807         $368,108
<FN>
__________________________
(1)      Included in the mortgage  loans  portfolio are  commercial  real estate
         loans.  Commercial  real  estate  loans are fixed  rate  loans that are
         primarily callable loans, which reprice every three, five or ten years,
         based upon the interest rate on similar loans at the time of repricing.
         See "Mortgage Loans."
</FN>
</TABLE>

     MORTGAGE LOANS. The Registrant's  primary lending activity  consists of the
origination of residential and commercial  mortgage loans secured by property in
its  primary  market  area.  The  mortgage  loan  portfolio  consists  of one-to
four-family  residential  mortgage  loans,  commercial  real estate  loans,  and
construction loans.

     The  Registrant  had  approximately  $85.8  million of one- to  four-family
residential  mortgage loans in its mortgage loan portfolio at December 31, 2004.
The Registrant  generally  originates one- to four-family  residential  mortgage
loans in amounts of up to 80% of the appraised  value of the mortgaged  property
without requiring mortgage insurance.  The Registrant will originate residential
mortgage  loans in an amount  up to 95% of the  appraised  value of a  mortgaged
property; however, the borrower is required to obtain mortgage insurance for the
amount in excess of 80%. The Registrant offers  residential fixed rate loans and
adjustable  rate loans with  amortization  periods  ranging from 15 to 30 years.
Interest rates for adjustable  rate loans for residences  adjust every 12 months
based upon the weekly  average yield on the one-year U.S.  Treasury  securities,
plus a margin of 2.75 percentage  points.  These  adjustable-rate  loans have an
interest rate cap of

                                       4
<PAGE>

two percentage  points per year and six  percentage  points over the life of the
loan, and are originated for retention in the portfolio.

     Fixed-rate loans are underwritten in accordance with FannieMae  guidelines.
Currently,  loans  underwritten  in accordance  with  FannieMae  guidelines  are
generally sold in the secondary  market.  However,  the number of saleable loans
could vary materially as a result of market conditions. The Registrant generally
charges  a  higher  interest  rate if loans  are not  saleable  under  FannieMae
guidelines.  At December 31, 2004,  $223.6 million of the Registrant's  mortgage
portfolio  consisted of long-term,  fixed-rate  mortgage loans of which $107,000
were classified as held-for-sale. The Registrant does not service any loans that
are sold and the  Registrant  is  generally  not liable for these  loans  (i.e.,
"nonrecourse loans").

     Substantially all of the Registrant's one- to four-family mortgages include
"due on sale" clauses,  which are provisions  giving the Registrant the right to
declare a loan immediately  payable if the borrower sells or otherwise transfers
an interest in the property to a third party.

     Property  appraisals  on real  estate  securing  the  Registrant's  one- to
four-family  residential loans over $250,000 are made by appraisers  approved by
the Board of Directors.  Appraisals are performed in accordance  with applicable
regulations and policies. The Registrant obtains title insurance policies on all
purchase money first mortgage real estate loans originated.

     The Registrant's  commercial real estate mortgage loans are long-term loans
secured  primarily by  multi-family  dwelling units and commercial  real estate.
Essentially  all originated  commercial  real estate loans are within its market
area.  Commercial  real  estate  loans are  originated  at both  fixed  rate and
adjustable  rates of interest.  Fixed rate loans are  primarily  callable  loans
having terms of up to 20 years.  Callable loans reprice every three, five or ten
years based upon the interest rate on similar loans at the time of repricing. At
these specific time periods, the Registrant has the right but not the obligation
to either  accelerate  the loan  balance  or adjust the  interest  rate of these
loans.

     Adjustable-rate  commercial  mortgage  loans have interest rates set at the
six-month U.S. treasury bill rate, plus a margin of up to 3.75%. Adjustable-rate
commercial  mortgage loans generally have terms of up to 20 years and no maximum
interest rate.

     As of December  31, 2004,  the  Registrant's  commercial  real estate loans
totaled $122.2 million of the mortgage  portfolio.  Typically,  commercial  real
estate loans are  originated in amounts up to 80% of the appraised  value of the
mortgaged property.

     The Registrant also originates loans to finance the construction of one- to
four-family   dwellings  and  commercial  real  estate.   The  Registrant  makes
construction  loans both to individuals  constructing their own residence and to
developers constructing homes for resale.  Generally,  the Registrant only makes
interim  construction  loans to individuals if it also makes permanent  mortgage
loan on the property.  Interim  construction loans generally have terms of up to
nine months with fixed rates of interest.  At December  31,  2004,  construction
loans totaled $19.9 million with $6.5 million of that total yet to be disbursed.

     Construction  financing is generally  considered to involve a higher degree
of risk of loss than long- term  financing  on improved,  occupied  real estate.
Risk of loss on a  construction  loan is dependent  largely upon the accuracy of
the initial  estimate of the property's  value at completion of construction and
the estimated cost (including interest) of construction. During the construction
phase,  a number of factors  could  result in delays and cost  overruns.  If the
estimate of  construction  costs proves to be inaccurate,  the Registrant may be
required  to advance  funds  beyond the amount  originally  committed  to permit
completion. If the

                                       5
<PAGE>
estimate of value proves to be inaccurate,  the Registrant may be confronted, at
or prior to the  maturity  of the loan,  with a project  having a value which is
insufficient to assure full repayment.

     INSTALLMENT LOANS.  Installment loans primarily consist of home equity term
loans and to a lesser  extent  automobile  loans.  Home equity loans are secured
primarily by one- to four-family  residences.  The Registrant  originates  these
loans with fixed rates with terms of up to 20 years.  These loans are subject to
90% combined  loan-to-value  limitation,  including any outstanding mortgages or
liens, without requiring mortgage insurance.  The Registrant will originate home
equity  loans in an amount up 100% of the  appraised  value,  however,  mortgage
insurance for the borrower may be required. The Registrant originates automobile
loans with fixed  rates of interest  and terms of up to five years.  At December
31, 2004, home equity term loans totaled $80.5 million.

     COMMERCIAL  LOANS.  Commercial loans consist of loans secured by equipment,
accounts  receivables,  inventory,  and other business purpose loans. Such loans
are generally secured by either the underlying collateral and/or by the personal
guarantees of the borrower.

     Unlike residential mortgage loans, which generally are made on the basis of
the  borrower's  ability to make  repayment from his or her employment and other
income  and which are  secured by real  property  whose  value  tends to be more
easily ascertainable,  commercial business loans typically are made on the basis
of the borrower's ability to make repayment from the cash flow of the borrower's
business. As a result, the availability of funds for the repayment of commercial
business  loans may be  substantially  dependent  on the success of the business
itself and the general economic environment.

     HOME EQUITY  LINES OF CREDIT.  Revolving  home  equity  lines of credit are
secured  primarily by one- to  four-family  residences.  The lines of credit are
generally  subject to an 80% combined  loan to value  limitation,  including all
outstanding mortgages and liens.

     LOAN  APPROVAL  AUTHORITY  AND  UNDERWRITING.  The  Registrant  establishes
various  lending  limits  for its  officers  and  maintains  an  officer  review
committee.  Certain  officers  generally  have  authority to approve loans up to
$500,000.  Loans up to $1,000,000  are approved by an officer  review  committee
("ORC").  The ORC  consists of the  President  and at least four other  officers
appointed by the President.  All loans over $1,000,000 are approved by the Board
of Directors.

     Upon receipt of a completed loan application from a prospective borrower, a
credit report is ordered.  Income and certain other information is verified.  If
necessary,  additional financial  information may be requested.  An appraisal or
other  estimate of value of the real estate  intended to be used as security for
the  proposed  loan  is  obtained.   Appraisals  are  performed  by  independent
appraisers.

     Title  insurance  is generally  required on all purchase  money real estate
mortgage loans.  Borrowers also must obtain fire and casualty  insurance.  Flood
insurance  is also  required on loans  secured by property  that is located in a
flood zone.

     LOAN COMMITMENTS. Written commitments are given to prospective borrowers on
all approved  mortgage  loans.  Generally,  the commitment  requires  acceptance
within 7 days of the date of  issuance.  At December 31,  2004,  commitments  to
cover originations of loans totaled $22.9 million.

     CLASSIFIED ASSETS.  Federal regulations provide for a classification system
for problem assets of insured institutions,  including assets previously treated
as  "scheduled  items."  Under this  classification  system,  problem  assets of
insured  institutions are classified as "substandard,"  "doubtful" or "loss." An
asset is considered "substandard" if it is inadequately protected by the current
net worth and paying  capacity of

                                       6
<PAGE>

the obligor or of the collateral pledged, if any.  "Substandard"  assets include
those  characterized by the "distinct  possibility" that the insured institution
will  sustain  "some  loss"  if  the  deficiencies  are  not  corrected.  Assets
classified as "doubtful"  have all the weaknesses  inherent in those  classified
"substandard,"  with the added  characteristic  that the weaknesses present make
"collection  of principal in full," on the basis of  currently  existing  facts,
conditions and values,  "highly  questionable and improbable." Assets classified
as "loss" are those  considered  "uncollectible"  and of such little  value that
their continuance as assets without the establishment of a specific loss reserve
is not warranted. Assets that do not expose the Registrant to risk sufficient to
warrant  classification in one of the above  categories,  but which possess some
weakness, are required to be designated "special mention" by management.

     When  an  insured   institution   classifies   problem   assets  as  either
"substandard"  or "doubtful," it may establish  allowances for loan losses in an
amount deemed  prudent by  management.  When an insured  institution  classifies
problem  assets as "loss," it is required  either to establish an allowance  for
losses  equal to 100% of that portion of the assets so  classified  or to charge
off such amount. An institution's  determination as to the classification of its
assets and the  amount of its  allowances  is  subject to review by the  Federal
Deposit  Insurance  Corporation  ("FDIC") which may order the  establishment  of
additional loss allowances.

     The  following  table  sets  forth the  Registrant's  classified  assets in
accordance with its classification system.

                                                            AT DECEMBER 31, 2004
                                                            --------------------
                                                               (IN THOUSANDS)
Special Mention...........................................       $24,770
Substandard...............................................         3,940
Doubtful..................................................           259
Loss......................................................            --
                                                                 -------
      Total...............................................       $28,969
                                                                 =======

     OTHER REAL ESTATE OWNED. Real estate acquired by the Registrant as a result
of  foreclosure  or by deed in lieu of  foreclosure  is classified as other real
estate  owned  until such time as it is sold.  When other real  estate  owned is
acquired,  it is recorded at the lower of the unpaid balance of the related loan
or its fair value less disposal costs. Any write-down of other real estate owned
is charged to operations.

NONPERFORMING AND PROBLEM ASSETS

     LOAN  DELINQUENCIES.  When a loan  becomes  16 days past  due,  a notice of
nonpayment is sent to the borrower.  Telephone  collection calls, letters and/or
visits to the borrower are  initiated at or after 16 days of the due date missed
in an effort to resolve the delinquency.  Generally,  if the loan continues in a
delinquent  status for 90 days past due and no repayment  plan has been reached,
foreclosure, liquidation or other legal proceedings may be initiated.

     Loans are  reviewed  on a monthly  basis  and are  placed on a  non-accrual
status  when the loan  becomes  more than 90 days  delinquent  and when,  in our
opinion, the collection of additional interest is doubtful.  Normally,  interest
accrued and unpaid at the time a loan is placed on nonaccrual  status is charged
against  interest  income.  Subsequent  interest  payments,  if any,  are either
applied to the  outstanding  principal  balance or recorded as interest  income,
depending on the assessment of the ultimate collectibility of the loan.

     NONPERFORMING  ASSETS. The following table sets forth information regarding
nonaccrual  loans and real estate owned,  as of the dates  indicated.  As of the
dates  indicated,  no loans were  categorized  as troubled


                                       7
<PAGE>

debt  restructurings  within the meaning of Statement  of  Financial  Accounting
Standards ("SFAS") No. 15 and there were no impaired loans within the meaning of
SFAS No. 114, as amended by SFAS 118.
<TABLE>
<CAPTION>
                                                                                   AT DECEMBER 31,
                                                                ----------------------------------------------------------
                                                                 2004        2003         2002         2001          2000
                                                               -------      ------       ------       ------        ------
                                                                               (DOLLARS IN THOUSANDS)
<S>                                                             <C>         <C>          <C>          <C>          <C>
Loans accounted for on a non-accrual basis:
  Mortgage................................................      $  120      $  567       $  446       $  940       $    --
  Home equity lines of credit.............................          --          --           --           --            --
  Installment.............................................          --          --           77           27            --
  Commercial..............................................          --          --           96           60            --
  PHEAA...................................................          --          --           --           --            --
  Municipal...............................................          --          --           --           --            --
  Credit cards............................................          --          --           --           --            --
  Other...................................................          --          --           --           --            --
                                                               -------      ------       ------       ------        ------
Total.....................................................     $   120      $  567       $  619       $1,027        $   --
                                                               -------      ------       ------       ------        ------

Accruing loans which are contractually past
  due 90 days or more:
  Mortgage................................................       3,618         704          728          559         1,067
  Installment.............................................           9          10           --            3            10
  Commercial..............................................         954          14           41            7           157
  Home equity lines of credit.............................          --          --           --           --            --
  PHEAA...................................................          --          --           --           --            --
  Municipal...............................................          --          --           --           --            --
  Credit cards............................................          --          --           --           --            --
  Other...................................................          --          --           --           --            --
                                                               -------      ------       ------       ------        ------
Total.....................................................       4,581         728          769          569         1,234
                                                               -------      ------       ------       ------        ------
Total non-accrual and accrual loans.......................       4,701       1,295        1,388        1,596         1,234
                                                               -------      ------       ------       ------        ------
Other real estate owned...................................       1,767         254          637          239           132
                                                               -------      ------       ------       ------        ------
Other non-performing assets...............................          --          --           --           --            --
                                                               -------      ------       ------       ------        ------
Total non-performing assets...............................     $ 6,468      $1,549       $2,025       $1,835        $1,366
                                                               =======      ======       ======       ======        ======
Total non-accrual and accrual loans to net loans..........       1.08%       0.31%        0.39%        0.51%         0.42%
                                                               =======      ======       ======       ======        ======
Total non-accrual and accrual loans to total assets.......       0.70%       0.21%        0.24%        0.30%         0.25%
                                                               =======      ======       ======       ======        ======
Total non-performing assets to total assets...............       0.96%       0.25%        0.35%        0.35%         0.28%
                                                               =======      ======       ======       ======        ======
</TABLE>

     As of December 31, 2004,  there were no loans not reflected in the above as
to which  management had serious doubts as to the ability of borrowers to comply
with present loan repayment loans.

     PROVISION  FOR LOAN  LOSSES.  The  provision  for loan losses is charged to
operations  to bring  the  total  allowance  for  loan  losses  to a level  that
represents  management's  best estimate of the losses inherent in the portfolio,
based on a monthly review by management of the following factors:

     o    Historical experience
     o    Volume
     o    Type of lending conducted by the Bank
     o    Industry standards
     o    The level and status of past due and non- performing loans
     o    The general economic conditions in the Bank's lending area; and
     o    Other  factors  affecting  the  collectability  of  the  loans  in the
          portfolio

                                       8
<PAGE>

     Large groups of homogeneous  loans, such as residential real estate,  small
commercial real estate loans and home equity and consumer loans are evaluated in
the aggregate  using  historical loss factors and other data. The amount of loss
reserve is calculated  using  historical loss rates, net of recoveries on a five
year rolling weighted average, adjusted for environmental, and other qualitative
factors such as industry, geographical,  economic and political factors that can
effect loss rates or loss measurements.

     Large balance and/or more complex loans such as multi-family and commercial
real estate loans may be evaluated on an individual basis and are also evaluated
in  the  aggregate  to  determine  adequate  reserves.  As  specific  loans  are
determined to be impaired  specific  reserves are assigned based upon collateral
value,  market  value,  if  determinable,  or the present value of the estimated
future cash flows of the loan.

     The allowance is increased by a provision for loan loss which is charged to
expense,  and reduced by  charge-offs,  net of  recoveries.  Loans are placed on
non-accrual  status when they are 90 days past due,  unless they are  adequately
collateralized and in the process of collection.

         The allowance for loan losses is maintained at a level that  represents
management's best estimate of losses in the portfolio at the balance sheet date.
However,  there  can be no  assurance  that the  allowance  for  losses  will be
adequate to cover losses which may be realized in the future and that additional
provisions for losses will not be required.

                                       9
<PAGE>



         ANALYSIS OF THE  ALLOWANCE FOR LOAN LOSSES.  The  following  table sets
forth information with respect to the Registrant's  allowance for loan losses at
the dates indicated:
<TABLE>
<CAPTION>
                                                                               DECEMBER 31,
                                                     ---------------------------------------------------------------------
                                                       2004           2003           2002            2001           2000
                                                     --------        --------       --------       --------       --------
                                                                          (DOLLARS IN THOUSANDS)
<S>                                                  <C>             <C>            <C>            <C>            <C>
Total loans outstanding........................      $439,142        $419,571       $362,744       $317,246       $293,833
                                                     ========        ========       ========       ========       ========
Average loans outstanding......................      $430,543        $393,743       $337,600       $304,080       $279,400
                                                     ========        ========       ========       ========       ========
Allowance balances (at beginning of  period)...      $  3,285        $  2,873       $  2,114       $  1,919       $  2,366
Provision:
   Mortgage....................................           430             430            930            200             30
   Installment.................................            38              38             25            100             30
   Commercial..................................           132             132            145            200            240
   Home equity lines of credit.................            --              --             --             --             --
   PHEAA.......................................            --              --             --             --             --
   Municipal...................................            --              --             --             --             --
   Credit cards................................            --              --             --             --             --
   Other.......................................            --              --             --             --             --
Net (charge-offs) recoveries:
  Mortgage.....................................        (1,204)            (11)          (219)          (203)          (34)
  Installment..................................          (125)            (64)           (59)           (90)          (72)
  Commercial...................................            38            (113)           (63)           (14)         (616)
  Home equity lines of credit..................            --              --             --             --             --
  PHEAA........................................            --              --             --             --             --
  Municipal....................................            --              --             --             --             --
  Credit cards.................................            --              --             --              2           (25)
  Other........................................            --              --             --             --             --
                                                     --------        --------       --------       --------       --------
Allowance balance (at end of period)...........      $  2,594        $  3,285       $  2,873       $  2,114       $  1,919
                                                     ========        ========       ========       ========       ========
Allowance for loan losses as a percent
  of total loans outstanding...................         0.59%            0.78%          0.79%          0.67%          0.65%
                                                     ========        ========       ========       ========       ========
Net loans charged off as a percent of
  average loans outstanding....................         0.30%            0.05%          0.10%          0.10%          0.27%
                                                     ========        ========       ========       ========       ========
</TABLE>

                                       10
<PAGE>
     ALLOCATION OF THE ALLOWANCE FOR LOAN LOSSES. The following table sets forth
the  allocation of the  Registrant's  allowance for loan losses by loan category
and the percent of loans in each category to total loans at the date indicated.
<TABLE>
<CAPTION>
                                                                       AT DECEMBER 31,
                                      ----------------------------------------------------------------------------
                                              2004                        2003                       2002
                                      ---------------------       ---------------------      --------------------
                                                     % OF                        % OF                       % OF
                                                     LOANS                       LOANS                     LOANS
                                                   TO TOTAL                    TO TOTAL                   TO TOTAL
                                      AMOUNT         LOANS        AMOUNT         LOANS       AMOUNT        LOANS
                                      ------       --------       ------       --------      ------       --------
                                                                 (DOLLARS IN THOUSANDS)

<S>                                   <C>           <C>           <C>             <C>       <C>              <C>
AT END OF PERIOD ALLOCATED TO:
  Mortgage.......................     $1,110        57.37%        $   806         58.33%    $   2,183        57.87%
  Installment....................        338         19.27            109          18.65          194         16.33
  Commercial.....................        889         13.91          2,217          14.19          432         16.14
  Home equity lines of credit....         43          5.28            138           5.23           64          4.36
  PHEAA..........................          4          1.67              5           1.87           --          1.90
  Municipal......................        210          2.29              9           1.49           --          3.08
  Credit cards...................         --          0.01             --           0.01           --          0.01
  Other..........................         --          0.20              1           0.23           --          0.31
                                      ------        ------         ------         ------       ------        ------
Total allowance..................     $2,594        100.00%        $3,285         100.00%      $2,873        100.00%
                                      ======        ======         ======         ======       ======        ======


<CAPTION>
                                                       AT DECEMBER 31,
                                       ------------------------------------------------
                                              2001                        2000
                                       ---------------------     ----------------------
                                                     % OF                        % OF
                                                     LOANS                      LOANS
                                                   TO TOTAL                    TO TOTAL
                                       AMOUNT        LOANS       AMOUNT         LOANS
                                       ------      --------      ------        --------
                                                  (DOLLARS IN THOUSANDS)
<S>                                    <C>            <C>        <C>             <C>
AT END OF PERIOD ALLOCATED TO:
  Mortgage.......................      $1,120         54.55%     $    651        51.95%
  Installment....................         409          20.17          414         22.22
  Commercial.....................         501          17.38          786         17.92
  Home equity lines of credit....          60           3.47           51          3.42
  PHEAA..........................          11           2.19           10          2.26
  Municipal......................           8           1.69            1          2.02
  Credit cards...................          --           0.01           --            --
  Other..........................           5           0.54            6          0.21
                                       ------         ------       ------        ------
Total allowance..................      $2,114         100.00%      $1,919        100.00%
                                       ======         ======       ======        ======
</TABLE>

                                       11
<PAGE>

INVESTMENT ACTIVITIES

     The  Registrant  maintains a level of liquid assets,  including  short-term
securities and certain other  investments,  which varies  depending upon several
factors, including: (i) the yields on investment alternatives, (ii) management's
judgment as to the  attractiveness  of the yields then  available in relation to
other  opportunities,  (iii)  expectation  of  future  yield  levels,  and  (iv)
management's  projections  as to the  short-term  demand for funds to be used in
loan  origination  and  other  activities.   Investment  securities,   including
mortgage-backed  securities,  are classified at the time of purchase, based upon
management's  intentions  and  abilities,  as  securities   held-to-maturity  or
securities  available-for-sale.  Debt  securities  acquired  with the intent and
ability to hold to maturity are classified as held-to-maturity and are stated at
cost and adjusted for  amortization of premium and accretion of discount,  which
are  computed  using the level yield method and  recognized  as  adjustments  of
interest income. All other debt securities are classified as  available-for-sale
to serve principally as a source of liquidity.

     Current accounting  standards regarding  investment  securities  (including
mortgage backed securities)  require the Registrant to categorize  securities as
"held to maturity,"  "available-for-sale" or "trading." As of December 31, 2004,
the Registrant had securities classified as "available-for-sale" (which included
FHLB stock) in the amount of $196.9 million and had no securities  classified as
"held-to-maturity" or "trading."  Securities classified as  "available-for-sale"
are reported for financial  reporting purposes at the fair market value with net
changes  in the  market  value  from  period to period  included  as a  separate
component of  stockholders'  equity,  net of income taxes. At December 31, 2004,
the Registrant's  securities  available-for-sale had an amortized cost of $195.1
million  and market  value of $196.9  million.  Changes  in the market  value of
securities  available for sale do not affect the Company's  income. In addition,
changes in the market value of securities  available-for-sale  do not affect the
Bank's regulatory capital requirements or its loan-to-one borrower limit.

     At December 31, 2004, the Registrant's  investment portfolio policy allowed
investments in instruments  such as: (i) U.S.  Treasury  obligations,  (ii) U.S.
federal agency or federally sponsored agency obligations,  (iii) mortgage-backed
securities,   (iv)  municipal  obligations,   (v)  banker's  acceptances,   (vi)
certificates  of  deposit,  and (vii)  investment  grade  corporate  bonds,  and
commercial paper. The board of directors may authorize additional investments.

     As a  source  of  liquidity  and to  supplement  the  Registrant's  lending
activities,   the  Registrant   has  invested  in  residential   mortgage-backed
securities.  Mortgage-backed  securities  can serve as collateral for borrowings
and, through repayments,  as a source of liquidity.  Mortgage-backed  securities
represent a participation  interest in a pool of  single-family or other type of
mortgages.  Principal  and  interest  payments  are  passed  from  the  mortgage
originators, through intermediaries (generally quasi-governmental agencies) that
pool and repackage the  participation  interests in the form of securities.  The
quasi-governmental  agencies  guarantee the payment of principal and interest to
investors  and include  FreddieMac,  Government  National  Mortgage  Association
("GinnieMae"), and FannieMae.

     Mortgage-backed  securities  typically  are issued  with  stated  principal
amounts.  The  securities  are backed by pools of mortgages that have loans with
interest  rates that are  within a set range and have  varying  maturities.  The
underlying  pool of mortgages can be composed of either fixed rate or adjustable
rate mortgage  loans.  Mortgage-backed  securities are generally  referred to as
mortgage participation certificates or pass-through  certificates.  The interest
rate risk  characteristics of the underlying pool of mortgages (i.e., fixed rate
or adjustable  rate) and the prepayment  risk, are passed on to the  certificate
holder. The life of a mortgage-backed pass-through security is equal to the life
of the underlying  mortgages.  Expected  maturities will differ from contractual
maturities due to scheduled  repayments and because borrowers may have the right
to  call  or  prepay   obligations   with  or  without   prepayment   penalties.
Mortgage-backed  securities issued by FreddieMac,  GinnieMae, and FannieMae make
up a majority of the pass-through certificates market.

                                       12
<PAGE>
     INVESTMENT PORTFOLIO.  The following table sets forth the carrying value of
the Registrant's investment securities portfolio at the dates indicated:
<TABLE>
<CAPTION>
                                                          AT DECEMBER 31
                                                  ------------------------------
                                                    2004       2003       2002
                                                  --------   --------   --------
                                                          (IN THOUSANDS)
<S>                                               <C>        <C>        <C>
Securities available for sale:
Obligations of U.S. government agencies .......   $ 71,103   $ 82,969   $ 80,503
Mortgage-backed securities ....................     65,004     37,656     54,104
Obligations of state and political subdivisions     46,446     37,921     38,889
Federal Home Loan Bank stock ..................      5,683      4,541      3,153
Equity securities .............................      7,940      8,621      9,318
Other securities ..............................        716        740        750
                                                  --------   --------   --------
   Total securities available for sale ........   $196,892   $172,448   $186,717
                                                  ========   ========   ========
</TABLE>

                                       13
<PAGE>

     INVESTMENT  PORTFOLIO  MATURITIES.  The following  table sets forth certain
information  regarding carrying values,  weighted average yields, and maturities
of the  Registrant's  investment  securities  portfolio as of December 31, 2004.
Actual maturities may differ from contractual  maturities as certain instruments
have call features which allow prepayment of obligations.
<TABLE>
<CAPTION>
                                                                        AS OF DECEMBER 31, 2004
                                      ------------------------------------------------------------------------------
                                                                                                    AFTER FIVE
                                          ONE YEAR OR LESS           ONE TO FIVE YEARS             TO TEN YEARS
                                      ------------------------     ---------------------       ---------------------
                                      CARRYING         AVERAGE     CARRYING      AVERAGE       CARRYING      AVERAGE
                                        VALUE           YIELD       VALUE         YIELD         VALUE         YIELD
                                      --------         -------     --------      -------       --------      -------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                    <C>              <C>         <C>             <C>        <C>             <C>
Obligations of U.S.
    government agencies.............   $1,006           7.13%       $1,092          7.33%      $62,802         3.83%
Mortgage-backed securities..........       --             --            --            --        25,124         3.88
Obligations of state and
    political subdivisions (1)......       --             --         2,261          5.13         8,146         4.88
Federal Home Loan Bank stock........       --             --            --            --            --           --
Equity securities...................       --             --            --            --            --           --
Other securities  ..................      502           7.04%           25          2.50            --           --
                                       ------                       ------                     -------
     Total..........................   $1,508           7.10%       $3,378          5.82%      $96,072         3.93%
                                       ======                       ======                     =======
<CAPTION>


                                                            AS OF DECEMBER 31, 2004
                                       ---------------------------------------------------------------
                                                MORE THAN
                                                TEN YEARS                 TOTAL INVESTMENT SECURITIES
                                       ----------------------        ---------------------------------
                                       CARRYING       AVERAGE        CARRYING      AVERAGE      MARKET
                                        VALUE          YIELD          VALUE         YIELD        VALUE
                                       --------       -------        --------      -------      ------
                                                           (DOLLARS IN THOUSANDS)
<S>                                     <C>               <C>         <C>            <C>        <C>
Obligations of U.S.
    government agencies.............   $ 6,203            4.07%      $ 71,103        3.95%     $ 71,103
Mortgage-backed securities..........    39,880            4.81         65,004        4.45        65,004
Obligations of state and
    political subdivisions (1)......    36,039            4.63         46,446        4.70        46,446
Federal Home Loan Bank stock........     5,683            2.43          5,683        2.43         5,683
Equity securities...................     7,940            2.28          7,940        2.28         7,940
Other securities  ..................       189            1.85            716        5.51           716
                                       -------                       --------                  --------
     Total..........................   $95,934            4.34%      $196,892        4.19%     $196,892
                                       =======                       ========                  ========
<FN>
____________________
(1) Average yields have not been computed on a tax-equivalent basis.
</FN>
</TABLE>

                                       14
<PAGE>

SOURCES OF FUNDS

     GENERAL.  Deposits  are the  major  source  of the  Registrant's  funds for
lending and other investment purposes.  In addition to deposits,  the Registrant
derives funds from the amortization,  prepayment or sale of loans, maturities of
investment securities and operations.  Scheduled loan principal repayments are a
relatively  stable source of funds,  while deposit inflows and outflows and loan
prepayments are  significantly  influenced by general  interest rates and market
conditions.  The  Registrant  can also borrow  from the  Federal  Home Loan Bank
("FHLB") of Pittsburgh.

     DEPOSITS.  Consumer and commercial deposits are attracted  principally from
within the  Registrant's  primary  market area  through the  offering of a broad
selection of deposit  instruments  including  checking,  regular savings,  money
market deposits,  term certificate accounts and individual  retirement accounts.
Deposit account terms vary according to the minimum balance  required,  the time
periods  the funds must  remain on deposit and the  interest  rate,  among other
factors.  The Registrant regularly evaluates the internal cost of funds, surveys
rates  offered by competing  institutions,  reviews the  Registrant's  cash flow
requirements  for lending and  liquidity  and executes  rate changes when deemed
appropriate.  The Registrant does not obtain funds through brokers,  nor does it
solicit funds outside the Commonwealth of Pennsylvania.
<TABLE>
<CAPTION>
                                                                        AT DECEMBER 31,
                                          ----------------------------------------------------------------------------
                                                    2004                      2003                         2002
                                          ----------------------      ---------------------       --------------------
                                          AVERAGE        AVERAGE      AVERAGE       AVERAGE       AVERAGE      AVERAGE
                                          BALANCE          RATE       BALANCE        RATE         BALANCE       RATE
                                          -------        -------      -------       -------       -------      -------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                    <C>                           <C>                         <C>
Checking accounts:
   Non-interest-bearing..............  $  80,423           -- %      $ 77,862          -- %      $ 71,568          -- %
   Interest-bearing..................     45,791          0.39         54,788         0.58         48,375         1.05
Passbook and club accounts...........     76,356          0.51         76,641         0.70         69,776         1.48
Money market accounts................     58,103          0.89         61,138         1.05         60,735         2.03
Certificate accounts.................    245,881          3.08        221,186         3.30        208,789         3.80
                                        --------         -----       --------         ----       --------         ----
         Total.......................   $506,554          1.71%      $491,615         1.79%      $459,243         2.33%
                                        ========         =====       ========         ====       ========         ====
</TABLE>

     The  following  table  indicates the amount of  certificates  of deposit of
$100,000 or more by time remaining at December 31, 2004 (in thousands).


                                                   CERTIFICATES OF
  MATURITY PERIODS                                     DEPOSIT
  ----------------                                 ---------------
  Three months or less......................           $13,565
  Over three through six months.............             6,390
  Over six through twelve months............            24,993
  Over twelve months........................            17,587
                                                       -------
        Total...............................           $62,535
                                                       =======

     BORROWINGS.  Deposits are the primary source of funds for the  Registrant's
lending and  investment  activities  as well as for general  business  purposes.
Should the need arise, the Registrant has a maximum borrowing  capacity with the
FHLB of $308 million. At December 31, 2004, there were outstanding $70.3 million
of long-term FHLB borrowings.

                                       15
<PAGE>

TRUST SERVICES

     The Bank offers a variety of trust  services  including  trust  management,
estate  planning and  administration,  investment  counseling and management and
retirement  planning.  The Bank  serves as  trustee  for  testamentary,  living,
irrevocable and charitable trusts,  administers  investment  agencies,  employee
benefit plans, guardianships, special needs trusts and offers separately managed
accounts.  The Bank's fees for these  services are generally a percentage of the
assets under management. As of December 31, 2004, the Bank had $110.0 million in
assets under  management  compared to $134.8  million at December 31, 2003.  The
decline in assets under  management  in 2004 was  primarily due to the mandatory
redemption of a $25.0 million  municipal bond issue. For the year ended December
31, 2004, the Bank had income of $340,000 from its trust services.

PERSONNEL

     As of December 31, 2004,  the Registrant had 185 full-time and 55 part-time
employees.  None of the  Registrant's  employees are represented by a collective
bargaining group.

                           SUPERVISION AND REGULATION

REGULATION OF THE COMPANY

     Set forth below is a brief description of certain laws which related to the
regulation of the Company and the Bank. The  description  does not purport to be
complete and is qualified  in its entirety by reference to  applicable  laws and
regulations.

     GENERAL.  The Company,  as a bank holding company registered under the Bank
Holding Company Act of 1956, as amended,  is subject to regulation,  supervision
and  examination by the Board of Governors of the Federal  Reserve System and by
the  Pennsylvania  Department  of Banking.  The Company is also required to file
annually  a  report  of  its  operations   with  the  Federal  Reserve  and  the
Pennsylvania  Department of Banking.  This regulation and oversight is generally
intended to ensure that the Company  limits its  activities  to those allowed by
law and that it  operates in a safe and sound  manner  without  endangering  the
financial health of the Bank.

     Under the Bank  Holding  Company  Act,  the  Company  must obtain the prior
approval of the Federal Reserve before it may acquire control of another bank or
bank holding  company,  merge or consolidate  with another bank holding company,
acquire all or  substantially  all of the assets of another bank or bank holding
company, or acquire direct or indirect ownership or control of any voting shares
of any bank or bank  holding  company if,  after such  acquisition,  the Company
would directly or indirectly own or control more than 5% of such shares.

     Federal  statutes  impose  restrictions  on the  ability of a bank  holding
company and its nonbank  subsidiaries  to obtain  extensions  of credit from its
subsidiary bank, on the subsidiary bank's investments in the stock or securities
of the  holding  company,  and on the  subsidiary  bank's  taking of the holding
company's  stock or securities as collateral  for loans to any borrower.  A bank
holding company and its subsidiaries are also prevented from engaging in certain
tie-in arrangements in connection with any extension of credit, lease or sale of
property, or furnishing of services by the subsidiary bank.

     A bank holding  company is required to serve as a source of  financial  and
managerial  strength to its subsidiary  banks and may not conduct its operations
in an unsafe or unsound manner. In addition, it

                                       16
<PAGE>

is the Federal  Reserve policy that a bank holding company should stand ready to
use available  resources to provide  adequate  capital to its  subsidiary  banks
during  periods  of  financial  stress or  adversity  and  should  maintain  the
financial   flexibility  and  capital-raising   capacity  to  obtain  additional
resources for assisting its subsidiary  banks. A bank holding  company's failure
to meet its obligations to serve as a source of strength to its subsidiary banks
will generally be considered by the Federal  Reserve to be an unsafe and unsound
banking practice or a violation of the Federal Reserve regulations, or both.

     NON-BANKING  ACTIVITIES.  The business activities of the Company, as a bank
holding company,  are restricted by the Bank Holding Company Act. Under the Bank
Holding Company Act and the Federal Reserve's bank holding company  regulations,
the  Company  may only  engage in, or acquire or control  voting  securities  or
assets of a company engaged in, (1) banking or managing or controlling banks and
other  subsidiaries  authorized  under the Bank Holding  Company Act and (2) any
non-banking activity the Federal Reserve has determined to be so closely related
to banking or managing or  controlling  banks to be a proper  incident  thereto.
These include any incidental  activities necessary to carry on those activities,
as well as a lengthy list of activities  that the Federal Reserve has determined
to be so closely  related to the business of banking as to be a proper  incident
thereto.

     FINANCIAL   MODERNIZATION.   The  Gramm-Leach-Bliley  Act  permits  greater
affiliation  among  banks,  securities  firms,  insurance  companies,  and other
companies under a new type of financial  services  company known as a "financial
holding  company." A financial  holding  company  essentially  is a bank holding
company with  significantly  expanded powers.  Financial  holding  companies are
authorized by statute to engage in a number of financial  activities  previously
impermissible for bank holding  companies,  including  securities  underwriting,
dealing and market making;  sponsoring  mutual funds and  investment  companies;
insurance underwriting and agency; and merchant banking activities. The Act also
permits the Federal Reserve and the Treasury Department to authorize  additional
activities for financial  holding companies if they are "financial in nature" or
"incidental"  to  financial  activities.  A bank  holding  company  may become a
financial  holding company if each of its subsidiary banks is well  capitalized,
well managed,  and has at least a "satisfactory" CRA rating. A financial holding
company  must  provide  notice  to the  Federal  Reserve  within  30 days  after
commencing activities previously determined by statute or by the Federal Reserve
and  Department of the Treasury to be  permissible.  In fiscal 2000, the Company
submitted  the  required  notice to the  Federal  Reserve and became a financial
holding company.

     REGULATORY  CAPITAL  REQUIREMENTS.  The Federal Reserve has adopted capital
adequacy guidelines under which it assesses the adequacy of capital in examining
and supervising a bank holding company and in analyzing applications to it under
the Bank Holding Company Act. The Federal Reserve's capital adequacy  guidelines
are  similar  to those  imposed  on the Bank by the  Federal  Deposit  Insurance
Corporation. See "Regulation of the Bank - Regulatory Capital Requirements."

     RESTRICTIONS ON DIVIDENDS.  The Pennsylvania  Banking Code states, in part,
that dividends may be declared and paid only out of accumulated net earnings and
may not be declared or paid unless surplus (retained earnings) is at least equal
to  contributed  capital.  The Bank has not declared or paid any dividends  that
have  caused its  retained  earnings  to be reduced  below the amount  required.
Finally,  dividends  may not be  declared  or paid if the Bank is in  default in
payment of any assessment due the Federal Deposit Insurance Corporation.

     The Federal  Reserve has issued a policy  statement  on the payment of cash
dividends by bank holding companies,  which expresses the Federal Reserve's view
that a bank holding  company  should pay cash  dividends only to the extent that
the holding company's net income for the past year is sufficient to

                                       17
<PAGE>

cover  both  the  cash  dividends  and a rate  of  earnings  retention  that  is
consistent with the holding company's  capital needs,  asset quality and overall
financial  condition.  The  Federal  Reserve  also  indicated  that it  would be
inappropriate for a company  experiencing  serious financial  problems to borrow
funds to pay dividends.  Furthermore, under the federal prompt corrective action
regulations, the Federal Reserve may prohibit a bank holding company from paying
any  dividends  if the  holding  company's  bank  subsidiary  is  classified  as
"undercapitalized."

REGULATION OF THE BANK

     GENERAL. As a Pennsylvania-chartered  commercial bank with deposits insured
by the  Federal  Deposit  Insurance  Corporation  which is not a  member  of the
Federal Reserve,  the Bank is subject to extensive regulation and examination by
the  Pennsylvania  Department  of Banking and by the Federal  Deposit  Insurance
Corporation,  which insures its deposits to the maximum extent permitted by law.
The federal and state laws and regulations  applicable to banks regulate,  among
other  things,  the scope of their  business,  their  investments,  the reserves
required  to be  kept  against  deposits,  the  timing  of the  availability  of
deposited  funds and the nature and amount of and  collateral for certain loans.
The laws and regulations  governing the Bank generally have been  promulgated to
protect  depositors  and not for the purpose of  protecting  stockholders.  This
regulatory structure also gives the federal and state banking agencies extensive
discretion in connection with their  supervisory and enforcement  activities and
examination  policies,  including policies with respect to the classification of
assets and the  establishment  of adequate  loan loss  reserves  for  regulatory
purposes. Any change in such regulation,  whether by the Pennsylvania Department
of Banking,  the Federal  Deposit  Insurance  Corporation  or the United  States
Congress, could have a material impact on the Company and its operations.

     Federal law provides the federal banking regulators,  including the Federal
Deposit  Insurance   Corporation  and  the  Federal  Reserve,  with  substantial
enforcement powers. This enforcement authority includes, among other things, the
ability to assess civil money penalties,  to issue  cease-and-desist  or removal
orders,  and to initiate  injunctive  actions against banking  organizations and
institution-affiliated  parties,  as  defined.  In  general,  these  enforcement
actions may be initiated for  violations of laws and  regulations  and unsafe or
unsound  practices.  Other  actions  or  inactions  may  provide  the  basis for
enforcement  action,   including  misleading  or  untimely  reports  filed  with
regulatory authorities.

     PENNSYLVANIA  BANKING LAW. The Pennsylvania  Banking Code contains detailed
provisions  governing  the  organization,   location  of  offices,   rights  and
responsibilities  of trustees,  officers,  and  employees,  as well as corporate
powers,  savings and investment operations and other aspects of the Bank and its
affairs.  The code  delegates  extensive  rule-making  power and  administrative
discretion to the Pennsylvania Department of Banking so that the supervision and
regulation  of state  chartered  commercial  banks may be  flexible  and readily
responsive  to  changes  in  economic  conditions  and in  savings  and  lending
practices.

     The code also provides state-chartered  commercial banks with the powers to
make certain  leeway  investments,  subject to  regulation  by the  Pennsylvania
Department of Banking.  The Federal Deposit Insurance  Corporation Act, however,
prohibits a state-chartered bank from making new investments, loans, or becoming
involved  in  activities  as  principal  and  equity  investments  which are not
permitted  for  national  banks  unless  (1)  the  Federal   Deposit   Insurance
Corporation  determines  the activity or investment  does not pose a significant
risk of loss to the  appropriate  deposit  insurance fund and (2) the bank meets
all  applicable  federal  capital  requirements.   Accordingly,  the  additional
operating authority provided to the Bank by the code is significantly restricted
by the Federal Deposit Insurance Act.

                                       18
<PAGE>

     FEDERAL DEPOSIT INSURANCE.  The Federal Deposit Insurance Corporation is an
independent federal agency that insures the deposits, up to prescribed statutory
limits, of federally  insured banks and savings  institutions and safeguards the
safety and soundness of the banking and savings industries.  The Federal Deposit
Insurance  Corporation  administers  two  separate  insurance  funds,  the  Bank
Insurance Fund, which generally  insures  commercial bank and state savings bank
deposits,  and the Savings  Association  Insurance Fund, which generally insures
savings  association  deposits.  The Bank is a member of the Bank Insurance Fund
and  its  deposit  accounts  are  insured  by  the  Federal  Deposit   Insurance
Corporation, up to prescribed limits.

     The Federal  Deposit  Insurance  Corporation  is  authorized  to  establish
separate  annual  deposit  insurance  assessment  rates for  members of the Bank
Insurance  Fund and the  Savings  Association  Insurance  Fund,  and to increase
assessment rates if it determines such increases are appropriate to maintain the
reserves of either  insurance fund. In addition,  the Federal Deposit  Insurance
Corporation  is  authorized  to  levy  emergency  special  assessments  on  Bank
Insurance  Fund and Savings  Association  Insurance  Fund  members.  The Federal
Deposit Insurance  Corporation's deposit insurance premiums are assessed through
a risk-based system under which all insured  depository  institutions are placed
into one of nine  categories  and assessed  insurance  premiums based upon their
level of capital and supervisory  evaluation,  with the assessment rate for most
institutions set at 0%.

     In addition,  all institutions with deposits insured by the Federal Deposit
Insurance  Corporation are required to pay assessments to fund interest payments
on  bonds  issued  by the  Financing  Corporation,  an  agency  of  the  Federal
government   established  to   recapitalize   the  predecessor  to  the  Savings
Association   Insurance   Fund.  The  current   quarterly   assessment  rate  is
approximately 0.0146% of insured deposits. These assessments will continue until
the Financing Corporation bonds mature in 2017.

     REGULATORY CAPITAL REQUIREMENTS.  The Federal Deposit Insurance Corporation
has promulgated capital adequacy  requirements for  state-chartered  banks that,
like the Bank are not members of the Federal  Reserve  System.  At December  31,
2004, the Bank exceeded all regulatory  capital  requirements and was classified
as "well capitalized."

     The Federal Deposit Insurance Corporation's capital regulations establish a
minimum  3% Tier 1  leverage  capital  requirement  for the  most  highly  rated
state-chartered, non-member banks, with an additional cushion of at least 100 to
200  basis  points  for  all  other  state-chartered,  non-member  banks,  which
effectively  increases the minimum Tier 1 leverage ratio for such other banks to
4% to 5% or more. Under the Federal Deposit Insurance Corporation's  regulation,
the highest-rated banks are those that the Federal Deposit Insurance Corporation
determines are not anticipating or experiencing significant growth and have well
diversified  risk,  including no undue  interest rate risk  exposure,  excellent
asset  quality,  high  liquidity,  good  earnings  and,  in  general,  which are
considered a strong banking  organization,  rated  composite 1 under the Uniform
Financial  Institutions  Rating System. Tier 1 or core capital is defined as the
sum of common stockholders' equity (including retained earnings),  noncumulative
perpetual  preferred  stock and  related  surplus,  and  minority  interests  in
consolidated  subsidiaries,  minus all  intangible  assets  other  than  certain
mortgage  and   non-mortgage   servicing   assets  and  purchased   credit  card
relationships.

     The Federal Deposit Insurance  Corporation's  regulations also require that
state-chartered,  non- member  banks meet a  risk-based  capital  standard.  The
risk-based  capital standard requires the maintenance of total capital (which is
defined as Tier 1 capital and  supplementary  (Tier 2) capital) to risk weighted
assets of 8%. In determining  the amount of  risk-weighted  assets,  all assets,
plus certain off balance sheet assets,  are multiplied by a risk-weight of 0% to
100%, based on the risks the Federal Deposit Insurance  Corporation believes are
inherent in the type of asset or item.  The components of Tier 1 capital for the
risk-based

                                       19
<PAGE>

standards  are the same as  those  for the  leverage  capital  requirement.  The
components  of  supplementary  (Tier 2)  capital  include  cumulative  perpetual
preferred stock,  mandatory  subordinated  debt,  perpetual  subordinated  debt,
intermediate-term  preferred  stock,  up to 45% of  unrealized  gains on  equity
securities and a bank's allowance for loan and lease losses.  Allowance for loan
and lease losses includable in supplementary  capital is limited to a maximum of
1.25% of risk-weighted assets. Overall, the amount of supplementary capital that
may be included in total capital is limited to 100% of Tier 1 capital.

     A bank that has less  than the  minimum  leverage  capital  requirement  is
subject to various  capital plan and activities  restriction  requirements.  The
Federal  Deposit  Insurance  Corporation's  regulations  also  provide  that any
insured  depository  institution  with a ratio of Tier 1 capital to total assets
that is less  than  2.0% is deemed  to be  operating  in an  unsafe  or  unsound
condition  pursuant to Section  8(a) of the Federal  Deposit  Insurance  Act and
could be subject to termination of deposit insurance.

     The Bank is also  subject to minimum  capital  requirements  imposed by the
Pennsylvania   Department  of  Banking  on   Pennsylvania-chartered   depository
institutions.   Under  the   Pennsylvania   Department   of  Banking's   capital
regulations,  a  Pennsylvania  bank or  savings  bank  must  maintain  a minimum
leverage ratio of Tier 1 capital (as defined under the Federal Deposit Insurance
Corporation's  capital  regulations)  to total  assets of 4%. In  addition,  the
Pennsylvania  Department of Banking has the supervisory  discretion to require a
higher  leverage  ratio  for  any  institutions   based  on  the   institution's
substandard  performance in any of a number of areas. The Bank was in compliance
with  both  the  Federal  Deposit  Insurance  Corporation  and the  Pennsylvania
Department of Banking capital requirements as of December 31, 2004.

     AFFILIATE TRANSACTION RESTRICTIONS. Federal laws strictly limit the ability
of banks to engage in transactions with their  affiliates,  including their bank
holding  companies.  In  particular,  loans by a  subsidiary  bank to its parent
company or the nonbank  subsidiaries  of the bank holding company are limited to
10% of a bank subsidiary's  capital and surplus and, with respect to such parent
company and all such  nonbank  subsidiaries,  to an aggregate of 20% of the bank
subsidiary's capital and surplus.  Further, loans and other extensions of credit
generally  are  required  to be  secured by  eligible  collateral  in  specified
amounts.  Federal law also requires that all transactions between a bank and its
affiliates  be  on  terms  as  favorable  to  the  bank  as  transactions   with
non-affiliates.

     FEDERAL  HOME LOAN BANK  SYSTEM.  The Bank is a member of the Federal  Home
Loan Bank of  Pittsburgh,  which is one of 12 regional  Federal Home Loan Banks.
Each  Federal Home Loan Bank serves as a reserve or central bank for its members
within its  assigned  region.  It is funded  primarily  from funds  deposited by
member  institutions  and proceeds from the sale of consolidated  obligations of
the Federal Home Loan Bank system. It makes loans to members (i.e., advances) in
accordance with policies and procedures established by the board of directors of
the Federal Home Loan Bank.

     As a member,  it is required to purchase and maintain  stock in the Federal
Home  Loan  Bank of  Pittsburgh  in an  amount  equal  to 5% of its  outstanding
residential mortgage loans plus .7% of its unused maximum borrowing capacity. At
December 31, 2004, the Bank was in compliance with this requirement.

     FEDERAL  RESERVE  SYSTEM.  The  Federal  Reserve  requires  all  depository
institutions  to maintain non-  interest  bearing  reserves at specified  levels
against their  transaction  accounts  (primarily  checking and NOW accounts) and
non-personal  time  deposits.  The  balances  maintained  to  meet  the  reserve
requirements imposed by the Federal Reserve may be used to satisfy the liquidity
requirements that are imposed by the Department.  At December 31, 2004, the Bank
met its reserve requirements.

                                       20
<PAGE>

ITEM 2.  PROPERTIES
-------------------

     At December 31, 2004,  the  Registrant  operated from its main office,  six
branch offices and five supermarket branch offices and a loan office and a trust
office,  all located in southwestern  Pennsylvania.  The total net book value of
the Registrant's  investment in premises and equipment at December 31, 2004, was
approximately  $6.2 million.  The main office of the Company and of the Bank and
three  branch  offices  are  owned  by the Bank and the  remaining  four  branch
offices,  five supermarket  branch offices,  and the Bank's trust division,  are
leased by the Bank.  These leases have initial terms of one to twenty years, and
all leases contain renewal options for additional years.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     The  Registrant  is  periodically  involved as a plaintiff  or defendant in
various  legal  actions,   such  as  actions  to  enforce  liens,   condemnation
proceedings  on properties in which the  Registrant  holds  mortgage  interests,
matters  involving the making and servicing of mortgage  loans and other matters
incident to the  Registrant's  business.  In the opinion of management,  none of
these actions individually or in the aggregate is believed to be material to the
financial condition or results of operations of the Registrant.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the fiscal year ended December 31, 2004.

                                     PART II

ITEM 5. MARKET FOR THE REGISTRANT'S  COMMON EQUITY,  RELATED STOCKHOLDER MATTERS
--------------------------------------------------------------------------------
AND ISSUER PURCHASES OF EQUITY SECURITIES
-----------------------------------------

     (a) MARKET FOR COMMON EQUITY.  The information  contained under the section
captioned  "Stock Market  Information" in the 2004 Annual Report to Stockholders
(the "Annual  Report") is incorporated  herein by reference.  The Registrant did
not sell any equity securities that were not registered under the Securities Act
of 1933 during the period under report.

     (b) USE OF PROCEEDS. Not applicable

     (c) ISSUER PURCHASE OF EQUITY SECURITIES.  No purchases of shares of Common
Stock were made by or on behalf of the  Registrant  during the fourth quarter of
the fiscal year under report.

ITEM 6.  SELECTED FINANCIAL DATA
--------------------------------

     The  information  contained  in the  table  captioned  "Selected  Financial
Information" in the Annual Report is incorporated herein by reference.

                                       21
<PAGE>

ITEM 7. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------

     The information contained in the section captioned "Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations"  in the Annual
Report is incorporated herein by reference.

ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
---------------------------------------------------------------------

     The  information  contained in the section  captioned  "Market Risk" in the
Annual Report is incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
----------------------------------------------------

     The  Registrant's  financial  statements  listed  in  Item  15  herein  are
incorporated herein by reference from the Annual Report.

ITEM  9.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
--------------------------------------------------------------------------------
FINANCIAL DISCLOSURE
--------------------

     Not applicable.

ITEM 9A.  CONTROLS AND PROCEDURES
---------------------------------

     (a) DISCLOSURE CONTROLS AND PROCEDURES

     The Company's management evaluated, with the participation of the Company's
Chief Executive  Officer and Chief Financial  Officer,  the effectiveness of the
Company's  disclosure  controls  and  procedures,  as of the  end of the  period
covered by this report.  Based on that evaluation,  the Chief Executive  Officer
and Chief Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information  required to be disclosed by
the  Company  in the  reports  that it files or  submits  under  the  Securities
Exchange Act of 1934 is recorded, processed,  summarized and reported within the
time periods  specified in the  Securities and Exchange  Commission's  rules and
forms.

     (b) INTERNAL CONTROL OVER FINANCIAL REPORTING

     Management's  Report on Internal  Control Over Financial  Reporting and the
Attestation  Report of its Registered  Public  Accounting Firm are  incorporated
herein by reference from the Annual Report.

     There were no changes in the  Company's  internal  control  over  financial
reporting  that  occurred  during the  Company's  last fiscal  quarter that have
materially  affected,  or  are  reasonably  likely  to  materially  affect,  the
Company's internal control over financial reporting.

ITEM 9B.  OTHER INFORMATION
---------------------------

     Not applicable.

                                       22
<PAGE>

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
------------------------------------------------------------

     The  information  contained  under the sections  captioned  "Section  16(a)
Beneficial  Ownership  Reporting  Compliance"  and  "Proposal  I--  Election  of
Directors" and "--  Biographical  Information" in the definitive Proxy Statement
for the 2005 Annual Meeting of Stockholders  ("Proxy Statement") is incorporated
herein by reference.

     The  Company has  adopted a Code of Ethics  that  applies to its  principal
executive officer,  principal financial officer, principal accounting officer or
controller or persons performing similar functions. A copy of the Company's Code
of Ethics will be  furnished,  without  charge,  to any person who requests such
copy by writing to the Secretary,  IBT Bancorp,  Inc.,  309 Main Street,  Irwin,
Pennsylvania 15642.

ITEM 11.  EXECUTIVE COMPENSATION
--------------------------------

     The  information  contained  under  the  section  captioned  "Director  and
Executive  Compensation"  in the  Proxy  Statement  is  incorporated  herein  by
reference.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

     (a)  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

          Information  required by this item is incorporated herein by reference
          to the Section  captioned  "Voting  Securities  and Principal  Holders
          Thereof -- Security  Ownership  of Certain  Beneficial  Owners" of the
          Proxy Statement.

     (b)  SECURITY OWNERSHIP OF MANAGEMENT

          Information  required by this item is incorporated herein by reference
          to the sections  captioned  "Voting  Securities and Principal  Holders
          Thereof --  Security  Ownership  of  Certain  Beneficial  Owners"  and
          "Proposal I -- Election of Directors" of the Proxy Statement.

     (c)  CHANGES IN CONTROL

          Management  of the Company  knows of no  arrangements,  including  any
          pledge by any person of  securities  of the Company,  the operation of
          which may at a  subsequent  date  result in a change in control of the
          registrant.


                                       23
<PAGE>

     (d)  SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

     Set forth  below is  information  as of December  31, 2004 with  respect to
compensation   plans  under  which  equity  securities  of  the  Registrant  are
authorized for issuance.
<TABLE>
<CAPTION>
                                           EQUITY COMPENSATION PLAN INFORMATION
                                                 (a)                     (b)                          (c)

                                                                                               NUMBER OF SECURITIES
                                        NUMBER OF SECURITIES        WEIGHTED-AVERAGE          REMAINING AVAILABLE FOR
                                          TO BE ISSUED UPON         EXERCISE PRICE OF      FUTURE ISSUANCE UNDER EQUITY
                                             EXERCISE OF               OUTSTANDING              COMPENSATION PLANS
                                        OUTSTANDING OPTIONS,        OPTIONS, WARRANTS          (EXCLUDING SECURITIES
                                        WARRANTS AND RIGHTS            AND RIGHTS            REFLECTED IN COLUMN (A))
                                        -------------------         -----------------      --------------------------
<S>                                            <C>                       <C>                          <C>
Equity compensation plans
approved by shareholders:
2000 Stock Option Plan...............          102,089                   $31.13                       150,000
Equity compensation plans
not approved by shareholders.........             --                        --                           --
                                               -------                   ------                       -------
     TOTAL..........................           102,089                   $31.13                       150,000
                                               =======                   ======                       =======
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     The information  required by this item is incorporated  herein by reference
to the  section  captioned  "Proposal  I --  Election  of  Directors - - Certain
Relationships and Related Transactions" of the Proxy Statement.

ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
------------------------------------------------

     The information called for by this item is incorporated herein by reference
to the section  entitled  "Ratification  of Appointment of  Accountants"  in the
Proxy Statement.

                                     PART IV

ITEM 15.  EXHIBITS, FINANCIAL STATEMENTS
----------------------------------------

     (a)  Listed below are all financial  statements  and exhibits filed as part
          of this report, and are incorporated by reference.

          1.   The  consolidated   statements  of  financial  condition  of  IBT
               Bancorp,  Inc. and  subsidiary  as of December 31, 2004 and 2003,
               and the related  consolidated  statements  of income,  changes in
               stockholders'  equity and cash flows for each of the years in the
               three year period  ended  December 31,  2004,  together  with the
               related

                                       24
<PAGE>
               notes and the  independent  auditors'  report of Edwards  Sauer &
               Owens, P.C., independent registered public accounting firm.

          2.   Schedules omitted as they are not applicable.
<TABLE>
<CAPTION>
          3.   Exhibits

                <S>    <C>
                3(i)   Articles of Incorporation of IBT Bancorp, Inc.*
                3(ii)  Amended  Bylaws of IBT  Bancorp,  Inc.**
                4.1    Rights  Agreement,  dated as of November 18, 2003 by and between IBT Bancorp, Inc.
                       and Registrar and Transfer Company*****
               10 +    Change In Control Severance Agreement with Charles G. Urtin***
               10.1 +   Deferred Compensation Plan For Bank Directors***
               10.2 +   Death Benefit Only Deferred Compensation Plan For Bank Directors
                        effective as of January 1, 1990***
               10.3 +   Retirement and Death Benefit Deferred Compensation Plan For Bank
                        Directors effective as of January 1, 1990***
               10.4 +   2000 Stock Option Plan****
               10.5 +   Irwin Bank & Trust Company Supplemental Pension Plan
               13       Portions of the 2004 Annual Report to Shareholders
               21       Subsidiaries
               23       Consent of Edwards, Sauer & Owens, P.C.
               31.1     Rule 13a-14(a) Certification of Chief Executive Officer
               31.2     Rule 13a-14(a) Certification of Chief Financial Officer
               32       Section 1350 Certification
         _________________________
         +        Management contract or compensatory plan or arrangement.
         *        Incorporated by reference to the identically numbered exhibits of the Registrant's Form 10
                  (File No. 0-25903) filed April 29, 1999.
         **       Incorporated by reference to the identically numbered exhibits
                  of the Registrant's  Annual Report on Form 10-K for the fiscal
                  year ended December 31, 2002.
         ***      Incorporated by reference from the Registrant's  Annual Report
                  on Form 10-K for the fiscal year ended December 31, 1999.
         ****     Incorporated  by  reference  to  the  Form  S-8   Registration
                  Statement (File No.  333-40398) filed with the SEC on June 29,
                  2000.
         *****    Incorporated  by  reference  to  Amendment  No.  1 to Form 8-A
                  Registration Statement (File No. 001-31655) filed with the SEC
                  on November 20, 2003.
</TABLE>

                                       25
<PAGE>

                                                    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 as of March 16, 2005.

                                       IBT BANCORP, INC.


                                       By:  /s/ Charles G. Urtin
                                            ------------------------------------
                                            Charles G. Urtin, President and
                                            Chief Executive Officer
                                            (Duly Authorized Representative)

         Pursuant to the  requirement  of the  Securities  Exchange Act of 1934,
this report has been signed below as of March 16, 2005 by the following  persons
on behalf of the registrant and in the capacities indicated.


/s/ Charles G. Urtin                               /s/ Thomas E. Deger
-----------------------------------------------    -----------------------------
Charles G. Urtin, President, Chief Executive       Thomas E. Deger
Officer, and Director                              Director
(Principal Executive Officer)


/s/ Richard L. Ryan                                /s/ John N. Brenzia
-----------------------------------------------    -----------------------------
Richard L. Ryan                                    John N. Brenzia
Director                                           Director


/s/ Charles W. Hengenroeder                        /s/ Robert C. Whisner
-----------------------------------------------    -----------------------------
Charles W. Hengenroeder                            Robert C. Whisner
Director                                           Director


/s/ Grant J. Shevchik                              /s/ Robert Rebich, Jr.
-----------------------------------------------    -----------------------------
Grant J. Shevchik                                  Robert Rebich, Jr.
Director                                           Director


/s/ Raymond G. Suchta                              /s/ Richard J. Hoffman
-----------------------------------------------    -----------------------------
Raymond G. Suchta                                  Richard J. Hoffman
Senior Vice President and Chief Financial Officer  Director
(Principal Financial and Accounting Officer)