10-Q

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q
(Mark One)
X     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended	March 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	0-12508
S&T BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania	25-1434426
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
43 South Ninth Street, Indiana, PA	15701
(Address of principal executive offices)	(zip code)
800-325-2265
(Registrant's telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report.)
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 periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.                                                                                                                                                      Yes  X          No Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                      Yes  X          No
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practical date.
Common Stock, $2.50 Par Value - 26,520,759 shares as of May 05, 2004

INDEX S&T BANCORP, INC. AND SUBSIDIARIES
PART I. FINANCIAL INFORMATION		Page No.
Item 1.	Financial Statements
	Condensed consolidated balance sheets -    March 31, 2004 and December 31, 2003	3
	Condensed consolidated statements of income -    three months ended March 31, 2004 and 2003	4
	Condensed consolidated statements of cash flows -    three months ended March 31, 2004 and 2003	5
	Notes to condensed consolidated financial statements	6-10
Item 2. Item 3. Item 4.	Management's Discussion and Analysis of Financial Condition and Results of Operations Quantitative and Qualitative Disclosures about Market Risk Controls and Procedures	11-17 18 18
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	18
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Submission of Matters to a Vote of Security Holders	18
Item 5.	Other Information	18
Item 6.	Exhibits and Reports on Form 8-K	18-19
	SIGNATURES	20

Page 2 S&T BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS
			March 31, 2004 (unaudited)	December 31, 2003 (Note A)
			(000's omitted, except per share data)
ASSETS
	Cash and due from banks		$44,489	$52,361
	Securities:
		Available for sale	592,496	610,818
		Held to maturity (market value $265 at March 31, 2004    and $268 at December 31, 2003)	265	265
	Total Securities		592,761	611,083
	Loans, net of allowance for loan losses of $32,658 at      March 31, 2004 and $31,478 at December 31, 2003		2,151,274	2,069,142
	Premises and equipment		23,336	23,037
	Goodwill		48,021	48,021
	Other intangibles, net		5,324	5,455
	Other assets		91,199	91,173
TOTAL ASSETS			$2,956,404	$2,900,272
LIABILITIES
	Deposits:
		Noninterest-bearing	$382,109	$382,364
		Interest-bearing	1,595,221	1,579,889
	Total Deposits		1,977,330	1,962,253
	Securities sold under repurchase agreements		154,750	161,370
	Long-term borrowings		116,933	116,933
	Short-term borrowings		308,250	270,650
	Other liabilities		60,046	56,348
TOTAL LIABILITIES			2,617,309	2,567,554
SHAREHOLDERS' EQUITY
	Preferred stock, without par value, 10,000,000 shares authorized    and none outstanding		- -	- -
	Common stock ($2.50 par value)
		Authorized - 50,000,000 shares at March 31, 2004    and December 31, 2003
		Issued - 29,714,038 shares at March 31, 2004    and December 31, 2003	74,285	74,285
	Additional paid-in capital		22,528	22,386
	Retained earnings		277,692	271,699
	Accumulated other comprehensive income		29,086	27,185
	Treasury stock (3,094,639 shares at March 31, 2004 and    3,061,627 at December 31, 2003)		(64,496)	(62,837)
TOTAL SHAREHOLDERS' EQUITY			339,095	332,718
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY			$2,956,404	$2,900,272

See Notes to Condensed Consolidated Financial Statements

Page 3

S&T BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
	Three Months Ended March 31,
	2004	2003
	(000's omitted except per share data)
INTEREST INCOME
Loans, including fees	$29,828	$31,860
Deposits with banks and federal funds sold	-	1
Investment securities:
Taxable	4,706	5,986
Tax-exempt	525	301
Dividends	537	1,170
Total Interest Income	35,596	39,318
INTEREST EXPENSE
Deposits	7,272	8,665
Securities sold under repurchase agreements	373	525
Short-term borrowings	855	542
Long-term borrowings	1,006	3,192
Total Interest Expense	9,506	12,924
NET INTEREST INCOME	26,090	26,394
Provision for loan losses	1,500	2,400
NET INTEREST INCOME AFTER   PROVISION FOR LOAN LOSSES	24,590	23,994
NONINTEREST INCOME
Security gains, net	1,520	1,005
Wealth management fees	1,517	1,295
Service charges on deposit accounts	2,232	2,192
Insurance	1,076	1,059
Other	2,048	2,162
Total Noninterest Income	8,393	7,713
NONINTEREST EXPENSE
Salaries and employee benefits	8,292	7,581
Occupancy, net	1,091	1,041
Furniture and equipment	629	796
Other taxes	632	600
Data processing	999	822
Other	3,094	3,342
Total Noninterest Expense	14,737	14,182
INCOME BEFORE INCOME TAXES	18,246	17,525
Income taxes	5,290	4,987
NET INCOME	$12,956	$12,538
PER COMMON SHARE
Net Income - Basic	$0.49	$0.47
Net Income - Diluted	$0.48	$0.47
Dividends	$0.26	$0.25
Average Common Shares Outstanding - Basic	26,687	26,515
Average Common Shares Outstanding - Diluted	26,951	26,722
See Notes to Condensed Consolidated Financial Statements

Page 4

S&T BANCORP, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
			Three Months Ended March 31,
			2004		2003
			(000's omitted)
Operating Activities
Net Income			$12,956		$12,538
Adjustments to reconcile net income to net cash provided by operating activities:
	Provision for loan losses		1,500	2,400
	Provision for depreciation and amortization		680	634
	Net amortization of investment security premiums		675	771
	Security gains, net		(1,520)	(1,005)
	Deferred income taxes		30	(1,754)
	Tax benefit from nonstatutory stock options exercised		282	7
	Mortgage loans originated for sale		(8,553)	(17,528)
	Proceeds from the sale of loans		8,722	17,852
	Decrease in interest receivable		339	994
	Increase (decrease) in interest payable		217	(183)
	Decrease in other assets		199	2,191
	Increase (decrease) in other liabilities		1,997	(119)
	Net Cash Provided by Operating Activities		17,524	16,798
Investing Activities
	Net increase of interest-earning deposits with banks		-	(105)
	Proceeds from maturities of investment securities		-	31
	Proceeds from maturities of securities available for sale		24,236	59,896
	Proceeds from sales of securities available for sale		1,814	27,955
	Purchases of securities available for sale		(4,083)	(89,314)
	Net increase in loans		(83,800)	(28,359)
	Purchases of premises and equipment		(891)	(416)
	Net Cash Used in Investing Activities		(62,724)	(30,312)
Financing Activities
		Net (decrease) increase in demand and savings deposits	(9,320)		27,146
		Net increase (decrease) in certificates of deposit	24,398		(6,015)
		Net (decrease) increase in repurchase agreements	(6,620)		1,067
		Net increase (decrease) in short-term borrowings	37,600		(17,775)
		Net proceeds from long-term borrowings	-		30,535
		Net treasury stock activity	(1,800)		(6,638)
		Cash dividends paid to shareholders	(6,930)		(6,657)
		Net Cash Provided by Financing Activities	37,328		21,663
		(Decrease) increase in Cash and Cash Equivalents	(7,872)		8,149
		Cash and Cash Equivalents at Beginning of Period	52,361		50,258
		Cash and Cash Equivalents at End of Period	$44,489		$58,407
See Notes to Condensed Consolidated Financial Statements

Page 5

S&T BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2004


NOTE A--BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete annual financial statements. In the opinion of management, all adjustments consisting of normal recurring accruals considered necessary for a fair presentation have been included. Operating results for the three-month period ended March 31, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004. The condensed consolidated balance sheet as of December 31, 2003, has been extracted from the audited financial statements included in S&T's 2003 Annual Report to Shareholders. For further information, refer to the consolidated financial statements and footnotes thereto included in the annual report on Form 10-K for the year ended December 31, 2003.

Basic earnings per share is calculated by dividing income available to common shareholders by the weighted average number of common shares outstanding during the period. Options, warrants and other potentially dilutive securities are excluded from the basic calculation, but are included in computing diluted earnings per share.

Components of comprehensive income for S&T Bancorp, Inc. and subsidiaries ("S&T") include net income and unrealized gains or losses on S&T's available-for-sale securities. During the three months ended March 31, 2004 and 2003, total comprehensive income amounted to $14,857,000, $11,438,000, respectively.

NOTE B - STOCK-BASED COMPENSATION

S&T accounts for stock options using the intrinsic value method. The following proforma information regarding net income and earnings per share assumes stock options had been accounted for under the fair value method and the estimated fair value of the options was amortized to expense over the vesting period. Compensation expense, net of related tax, of $247,000 and $155,000 for the three months ended March 31, 2004 and 2003, is included in the proforma net income as reported below.

	Three months ended March 31,
	2004	2003
(000's omitted, except per share data)
Proforma net income	$12,709	$12,383
Proforma earnings per share - Basic	$0.48	$0.47
Proforma earnings per share - Diluted	$0.47	$0.46

The fair value was estimated at the grant dates using a Black-Scholes option pricing model with the following assumptions at March 31, 2004 and March 31, 2003, respectively: risk-free interest rates of 3.27% and 3.03%; a dividend yield of 3.3% and 3.6%; volatility of the expected market price of S&T's common stock of .266 and .275; and a weighted-average expected life of five years.

The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options that have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. S&T's employee stock options have characteristics significantly different from those of traded options, and changes in the subjective input assumptions can materially affect the fair value estimate.

Page 6

S&T BANCORP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE C - RECENT ACCOUNTING PRONOUNCEMENTS

On March 9, 2004, the Securities and Exchange Commission ("SEC") issued SAB 105, "Application of Accounting Principles to Loan Commitments" to inform registrants of the SEC Staff's view that the fair value of the recorded loan commitments, that are required to follow derivative accounting under Statement 133, Accounting for Derivative Instruments and Hedging Activities, should not consider the expected future cash flows related to the associated servicing of the future loan.

The provisions of SAB 105 must be applied to loan commitments accounted for as derivatives that are entered into after March 31, 2004. S&T enters into such commitments with customers in connection with residential mortgage loan applications. S&T recognizes on its balance sheet the fair value of the outstanding commitments in accordance with SAB 105.

On March 31, 2004, the Financial Accounting Standards Board (FASB) issued its Exposure Draft, Share-Based Payment, which is a proposed amendment to FASB Statement No. 123, Accounting for Stock-Based Compensation. Generally, the approach in the Exposure Draft is similar to the approach described in Statement 123. However, the Exposure Draft would require all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. FASB expects to issue a final standard late in 2004 that would be effective for fiscal years beginning after December 15, 2004. S&T is currently assessing the impact of this pending guidance, but it does not expect the adoption to have a material effect on S&T's consolidated financial statements, based on the current level of stock options granted.

NOTE D - GOODWILL AND OTHER INTANGIBLES

S&T's balance sheet includes both tangible assets (such as loans, buildings, and investments) and intangible assets (such as goodwill and core deposit intangibles). Goodwill is periodically reviewed for impairment. Other intangibles are comprised of core deposit intangibles and other mortgage servicing assets.

NOTE E - EMPLOYEE BENEFITS

The following table summarizes the components of net periodic pension expense for S&T's defined benefit plan:

	Three months ended March 31,
	2004	2003
	(000's omitted)
Service cost - benefits earned during the period	$378	$302
Interest cost on projected benefit obligation	572	541
Expected return on plan assets	(746)	(566)
Net amortization and deferral	5	23
Net Periodic Pension Expense	$209	$300

S&T previously disclosed in its financial statements for the year ended December 31, 2003, that it expected to contribute $3.0 million to its pension plan in 2004. As of March 31, 2004, $3.0 million of contributions have been made. No further contributions are expected to be made during 2004.

Page 7

NOTE F - SECURITIES The amortized cost and estimated market value of securities are as follows:
March 31, 2004	Available for Sale
	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Market Value
	(000's omitted)
Obligations of U.S. government  corporations and agencies	$307,957	$11,367	$(114)	$319,210
Collateralized mortgage obligations of U.S.   government corporations and agencies	40,598	741	- -	41,339
Mortgage-backed securities	43,761	1,024	-	44,785
U.S. treasury securities	5,191	468	-	5,659
Obligations of state and political subdivisions	67,149	1,943	(8)	69,084
Corporate securities	20,263	1,032	-	21,295
Debt securities available for sale	484,919	16,575	(122)	501,372
Marketable equity securities	42,362	28,102	(258)	70,206
Other securities	20,918	-	-	20,918
Total	$548,199	$44,677	$(380)	$592,496
March 31, 2004	Held to Maturity
	Amortized Cost	Gross Unrealized Gains	Gross Unrealized Losses	Estimated Market Value
	(000's omitted)
Obligations of states and political subdivisions	$265	-	-	$265
Total	$265	-	-	$265

December 31, 2003	Available for Sale
	Amortized Cost	Gross Unrealized Gains		Gross Unrealized Losses	Estimated Market Value
	(000's omitted)
Obligations of U.S. government  corporations and agencies	$318,581		$8,020	$(698)	$325,903
Collateralized mortgage obligations of U.S.   government corporations and agencies	43,846		452	(47)	44,251
Mortgage-backed securities	45,325		643	(199)	45,769
U.S. treasury securities	5,223		521	-	5,744
Obligations of state and political subdivisions	66,428		1,247	(136)	67,539
Corporate securities	20,286		1,178	-	21,464
Debt securities available for sale	499,689		12,061	(1,080)	510,670
Marketable equity securities	42,077		30,833	(319)	72,591
Other securities	27,557		-	-	27,557
Total	$569,323		$42,894	$(1,399)	$610,818
December 31, 2003	Held to Maturity
	Amortized Cost		Gross Unrealized Gains	Gross Unrealized Losses	Estimated Market Value
	(000's omitted)
Obligations of states and political subdivisions	$265		$3	-	$268
Total	$265		$3	-	$268

Page 8

S&T BANCORP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE F - SECURITIES - continued

The amortized cost and estimated market value of debt securities at March 31, 2004, by contractual maturity, are as set forth below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based upon the current estimated prepayment rates. The mortgage-backed securities may mature earlier or later than their weighted-average estimated maturities because of principal prepayments.

Available for Sale	Amortized Cost	Estimated Market Value
	(000's omitted)
Due in one year or less	$111,813	$113,284
Due after one year through five years	288,331	300,865
Due after five years through ten years	79,454	81,780
Due after ten years	5,321	5,443
Total	$484,919	$501,372
Held to Maturity	Amortized Cost	Estimated Market Value
	(000's omitted)
Due in one year or less	$265	$265
Total	$265	$265

At March 31, 2004 and December 31, 2003, investment securities with a principal amount of $396,549,000 and $389,922,000, respectively, were pledged to secure repurchase agreements, public funds and trust fund deposits.

NOTE G - LOANS AND ALLOWANCE FOR LOAN LOSSES
The composition of the loan portfolio was as follows:
	March 31, 2004	December 31, 2003
	(000's omitted)
Real estate - construction	$187,425	$193,874
Real estate - mortgages:
Residential	495,453	499,661
Commercial	860,824	794,420
Commercial and industrial	566,493	533,958
Consumer installment	73,737	78,707
Gross Loans	$2,183,932	$2,100,620
Allowance for loan losses	(32,658)	(31,478)
Total Loans	$2,151,274	$2,069,142

Page 9

S&T BANCORP INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTE G - LOANS AND ALLOWANCE FOR LOAN LOSSES - continued

Changes in the allowance for loan losses for the three months ended March 31 were as follows:
	2004	2003
	(000's omitted)
Balance at beginning of period	$31,478		$30,138
Charge-offs	(553)		(2,984)
Recoveries	233		283
Net charge-offs	(320)		(2,701)
Provision for loan losses	1,500		2,400
Balance at end of period	$32,658		$29,837

The following table represents S&T's investment in loans considered to be impaired and related information on those impaired loans as of March 31, 2004 and December 31, 2003.

	March 31, 2004	December 31, 2003
	(000's omitted)
Recorded investment in loans considered to be impaired	$4,724	$4,087
Loans considered to be impaired that were on a nonaccrual basis	3,969	3,392
Allowance for loan losses related to loans considered to be impaired	-	-
Average recorded investment in impaired loans	4,405	3,629
Total interest income per contractual terms on impaired loans	142	518
Interest income on impaired loans recognized on a cash basis	78	458

NOTE H - GUARANTEES

S&T, in the normal course of business, commits to extend credit and issue standby letters of credit. The obligations are not recorded in S&T's financial statements. Loan commitments and standby letters of credit are subject to S&T's normal credit underwriting policies and procedures and generally require collateral based upon management's evaluation of each customer's financial condition and ability to satisfy completely the terms of the agreement. S&T's exposure to credit loss in the event the customer does not satisfy the terms of the agreement equals the notional amount of the obligation less the value of any collateral. Unfunded commercial loan commitments totaled $457,785,000, unfunded other loan commitments totaled $123,173,000 and obligations under standby letters of credit totaled $201,845,000 at March 31, 2004.

NOTE I - LITIGATION

S&T, in the normal course of business, is subject to various legal proceedings in which claims for monetary damages are asserted. No material losses are anticipated by S&T as a result of these proceedings.

Page 10

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
OPERATIONS

The following discussion and analysis is presented so that shareholders may review in further detail the financial condition and results of operations of S&T Bancorp, Inc. and subsidiaries ("S&T"). This discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the selected financial data presented elsewhere in this report.

Financial Condition

Total assets averaged $2.9 billion in the first three months of 2004. Average loans increased $99.8 million and average securities and federal funds decreased $41.5 million in the first three months of 2004 compared to the 2003 full year average. Average deposits increased $32.2 million and average borrowings increased $2.4 million during the three months ended March 31, 2004.

Lending Activity

Average loans increased $99.8 million to $2.1 billion for the three months ended March 31, 2004 from the 2003 full year average. Changes in the composition of the average loan portfolio during the first three months of 2004 included increases of $32.3 million of commercial loans, $95.9 million of commercial real estate loans, offset by decreases of $19.3 million of residential mortgages and $9.1 million of installment loans.

Real estate construction and commercial loans, including mortgage and industrial, comprised 73% of the average loan portfolio as of March 31, 2004. Although commercial loans can be an area of higher risk, management believes these risks are mitigated by limiting concentrations and a rigorous underwriting review by loan administration.

Residential mortgage loans comprised 23% of the average loan portfolio as of March 31, 2004. Residential mortgage lending continued to be a strategic focus for the first quarter of 2004 through our centralized mortgage origination department, product redesign, secondary market activities and the utilization of commission compensated originators. Management believes that S&T is fairly well insulated from the impact of potential future declines in its local real estate market due to its conservative mortgage lending policies. These policies generally require, for portfolio loans, a maximum term of twenty years for fixed rate mortgages and private mortgage insurance for loans with less than a 20% down payment. At March 31, 2004, 12% of the residential mortgage portfolio was adjustable rate mortgages.

S&T periodically sells longer-term, lower-yielding 1-4 family mortgages to Fannie Mae. The rationale for these sales is to mitigate interest rate risk associated with holding long-term residential mortgages in the loan portfolio, to generate fee revenue from servicing, and still maintain the primary customer relationship. During the first three months of 2004, S&T sold $8.7 million of 1-4 family mortgages to Fannie Mae compared to $17.9 million during the first three months of 2003. S&T will continue to sell longer-term loans to Fannie Mae in the future on a selective basis, especially during periods of lower interest rates.

Consumer installment loans comprised 4% of the average loan portfolio as of March 31, 2004. Direct auto loans decreased $4.3 million for the three months ending March 31, 2004 as compared to the 2003 full year average.

Loan underwriting standards for S&T are established by a formal policy administered by the S&T Bank Credit Administration Department and are subject to the periodic review and approval of the S&T Bank Board of Directors.

Rates and terms for commercial real estate and equipment loans normally are negotiated, subject to such variables as economic conditions, marketability of collateral, credit history of the borrower and future cash flows. The loan to value policy guideline for commercial real estate loans is generally 75-80%.

The loan to value policy guideline is 80% for residential first lien mortgages. Higher loan to value loans can be approved with the appropriate private mortgage insurance coverage. Second lien positions are sometimes incurred with home equity loans, but normally only to the extent that the combined credit exposure for both first and second liens does not exceed 100% of loan to value.

S&T offers a variety of unsecured and secured installment loan and credit card products. However, the majority of the consumer loan portfolio is automobile loans. Loan to value guidelines for direct loans are 90%-100% of invoice for new automobiles and 80%-90% of National Automobile Dealer Association (NADA) value for used automobiles.

Page 11

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
OPERATIONS

Management intends to continue to pursue quality loans in a variety of lending categories within our market area in order to honor our commitment to provide the best service possible to our customers. S&T's loan portfolio primarily represents loans to businesses and consumers in our market area of western Pennsylvania rather than to borrowers in other areas of the country. S&T has not concentrated its lending activities in any industry or group. During the past several years, management has concentrated on building an effective credit and loan administration staff, which assists management in evaluating loans before they are made and in identifying problem loans early.

Security Activity

Average securities decreased by $44.0 million in the first three months of 2004 compared to the 2003 full year average. The average decrease was comprised of $12.3 million in U.S. government agency securities, $30.7 million of mortgage-backed securities, $1.6 million of corporate equity securities, $9.8 million of other corporate securities and $0.9 million of Federal Home Loan Bank (FHLB) stock. Offsetting these decreases was an average increase of $11.3 million of states and political subdivisions. The equity securities portfolio is primarily comprised of bank holding companies, as well as preferred and utility stocks, to take advantage of the dividends received deduction for corporations. At March 31, 2004, the equity portfolio had net unrealized gains of $27.8 million. The equity securities portfolio consists of securities traded on the various stock markets and are subject to changes in market value. The FHLB capital stock is a membership and borrowing requirement and is acquired and sold at stated valu e.

S&T's policy for security classification includes U.S. treasuries, U.S. government agencies, mortgage-backed securities, collateralized mortgage obligations, municipal securities, corporate securities and marketable equity securities as available for sale. One municipal security is classified as held to maturity. At March 31, 2004 unrealized gains, net of unrealized losses, for securities classified as available for sale were $44.3 million.

Allowance for Loan Losses

The balance in the allowance for loan losses was $32.7 million or 1.50% of total loans at March 31, 2004 as compared to $31.5 million or 1.50% of total loans at December 31, 2003. The adequacy of the allowance for loan losses is determined by management through evaluation of the loss potential on individual nonperforming, delinquent and high-dollar loans; review of economic conditions and business trends; historical loss experience; and growth and composition of the loan portfolio, as well as other relevant factors.

A quantitative analysis is utilized to support the adequacy of the allowance for loan losses. This analysis includes review of the high and average historical loss rates by loan categories, fluctuations and trends in the amount of impaired and classified loans and economic factors. Economic factors consider the level of S&T's historical losses that have occurred within the credits' economic life cycle, as well as inherent imprecision in the evaluation process.

Significant to this analysis is the shift in the loan portfolio composition to an increased mix of commercial loans. These loans are generally larger in size and, due to our continuing growth, many are new loan relationships. Management relies on its risk rating process to monitor trends, which may be occurring relative to commercial loans to assess potential weaknesses within specific credits. Current economic factors and trends in risk ratings are considered in the determination of the allowance for loan losses. At this time, S&T's risk rating analysis of the portfolio remains relatively stable.

Net loan charge-offs totaled $0.3 million in the first three months of 2004 compared to $2.7 million in the first three months of 2003. The balance of nonperforming loans, which included nonaccrual loans past due 90 days or more, at March 31, 2004, was $12.5 million or 0.57% of total loans. This compares to nonperforming loans of $9.1 million or 0.43% of total loans at December 31, 2003. The increase in nonperforming loans is primarily the result of a $3.1 million hotel loan becoming greater than 90 days delinquent at March 31, 2004. The loan has an 80 percent United States Department of Agriculture guarantee, in addition to personal guarantees of the owners. S&T is currently evaluating work-out options and collateral and guarantee values of the loan. The loan was appropriately considered in the determination of the adequacy of the allowance for loan losses at March 31, 2004 and the loan loss provision taken in the first three months of 2004.

Maintaining high asset quality is a major corporate objective at S&T, and management believes that the allowance for loan losses is adequate to absorb probable loan losses.

Page 12

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
OPERATIONS

Deposits

Average total deposits increased by $32.2 million, or 2%, during the three months ended March 31, 2004 as compared to the 2003 full year average. Changes in the average deposit mix included increases of $22.6 million in demand accounts, $1.2 million in savings accounts and $26.3 million in time deposits. Partially offsetting these increases is a decrease of $17.9 million in money market and NOW accounts. The change is attributable to strategic initiatives through new products, promotions and cash management services to commercial customers.

Management believes that the S&T deposit base is stable and that S&T has the ability to attract new deposits, mitigating a funding dependency on volatile liabilities. Time deposits of $100,000 and over were 9% of total deposits at March 31, 2004 and 8% at December 31, 2003, respectively, and primarily represent deposit relationships with local customers in our market area. In addition, S&T believes it has the ability to access both public and private capital markets to raise long-term funding if necessary.

Borrowings

Average borrowings increased $2.4 million for the first three months ended March 31, 2004 compared to the 2003 full year average and were comprised of retail repurchase agreements (REPOs), wholesale REPOs, federal funds purchased, Federal Home Loan Bank (FHLB) advances and long-term borrowings. S&T defines repurchase agreements with its local retail customers as retail REPOs; short-term wholesale REPOs are those transacted with other banks and brokerage firms with terms normally ranging from 1 to 365 days.

The average balance in retail REPOs increased approximately $14.1 million for the first three months of 2004 compared to the full year 2003 average. S&T views retail REPOs as a relatively stable source of funds since most of these accounts are with local long-term customers. Average wholesale REPOs, federal funds purchased and FHLB advances increased by $100.4 million for the first three months of 2004 compared to the full year 2003 average, in order to take advantage of low rate short-term funds and to better match commercial borrower shifts into more variable rate products.

Average long-term borrowings have decreased by $112.1 million in the first three months of 2004 as compared to the full year 2003 average. At March 31, 2004, S&T had average long-term borrowings outstanding of $116.9 million at a fixed rate. The purpose of these borrowings was to provide matched, fixed rate fundings for newly originated loans, to mitigate the risk associated with volatile liability fundings, and to take advantage of lower cost funds through the FHLB's Community Investment Program.

Capital Resources

Shareholders' equity increased $6.4 million at March 31, 2004, compared to December 31, 2003. Net income was $13.0 million and dividends paid to shareholders were $6.9 million for the three months ended March 31, 2004. Also affecting capital is an increase of $1.9 million in unrealized gains on securities available for sale, stock buybacks of 110,000 shares during 2004 at an average cost of $29.93 per share. Authorization for repurchasing an additional 890,000 shares remains in effect for 2004.

Period	Total Number of Shares Purchased	Average Price Paid per Share	Total Number of Shares Purchased as part of Publicly Announced Plans	Maximum Number of Shares that can be Purchased Under the Plan
March 16, 2004 - March 31, 2004(1)(2)(3)	110,000	$29.93	110,000	1,000,000

(1)   The plan was announced on December 16, 2003.
(2)   The plan was approved by the S&T Board of Directors for the repurchase of up to 1,000,000 shares.
(3)   The expiration date of the plan is December 31, 2004

S&T paid 53.5% of net income in dividends, equating to an annual dividend rate of $1.04 per share during the first three months of 2004. The book value of S&T's common stock increased from $12.48 at December 31, 2003 to $12.74 at March 31, 2004. The market price of S&T's common stock was $30.06 per share at March 31, 2004, compared to $29.80 per share at December 31, 2003.

Page 13

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
OPERATIONS

S&T continues to maintain a strong capital position with a leverage ratio of 9.2% as compared to the minimum regulatory guideline of 3.0%. S&T's risk-based capital Tier I and Total ratios were 10.6% and 12.4%, respectively, at March 31, 2004. These ratios place S&T above the Federal Reserve Board's risk-based capital guidelines of 4.0% and 8.0% for Tier I and Total, respectively.

RESULTS OF OPERATIONS

Three months ended March 31, 2004 compared to
Three months ended March 31, 2003

Net Income

Net income was $13.0 million or $0.48 diluted earnings per share for the first three months of 2004 as compared to $12.5 million or $0.47 diluted earnings per share for the same period of 2003. The increase during the first three months of 2004 was primarily the result of increases in noninterest income, higher security gains and lower loan loss provision, offset by a decrease in net interest income and an increase in noninterest expense.

Net Interest Income

On a fully taxable equivalent basis, net interest income decreased $0.4 million or 1.4% in the first three months of 2004 compared to the same period of 2003. The net interest margin on a fully taxable equivalent basis was 3.98% in the first three months of 2004 as compared to the 4.20% in the same period of 2003. Tax-exempt income on a fully-taxable equivalent basis using the statutory corporate income tax rate of 35% was $0.9 million and $1.0 million for the three months ended March 31, 2004 and 2003, respectively.

In the first three months of 2004 average loans increased $125.9 million, and average securities and average federal funds sold decreased $38.4 million as compared to the same period of 2003. The yields on average securities decreased by 89 basis points from the comparable period in 2003 and the yield on average loans decreased by 81 basis points.

In the first three months of 2004 balances of average interest-bearing deposits decreased by $11.3 million as compared to the same period of 2003. The cost of deposits totaled 1.84%, a decrease of 36 basis points from the comparable period in 2003 due to decreased rates paid on both core and time deposits. The cost of REPOs and other borrowed funds decreased 159 basis points to 1.61%.

On a fully taxable equivalent basis, net interest income decreased slightly by $0.1 million in the first three months of 2004 compared to the fourth quarter of 2003. The net interest margin on a fully taxable equivalent basis was 3.98% in the first three months of 2004 as compared to 4.02% in the fourth quarter of 2003.

In the first three months of 2004 average loans increased $72.3 million, and average securities and average federal funds sold decreased $18.3 million as compared to the fourth quarter of 2003. The yields on average securities remained relatively constant from the fourth quarter in 2003 and the yield on average loans decreased by 25 basis points.

In the first three months of 2004 balances of average interest-bearing deposits increased by $24.4 million as compared to the fourth quarter of 2003. The cost of deposits totaled 1.84%, a decrease of 2 basis points from the fourth quarter in 2003 due to decreased rates paid on time deposits. The cost of REPOs and other borrowed funds decreased 59 basis points to 1.61%.

Positively affecting net interest income was a $79.3 million increase in average net free funds as compared to the three months ended March 31, 2003. Net free funds increased $17.0 million as compared to the fourth quarter of 2003. Average net free funds are the excess of demand deposits, other noninterest bearing liabilities and shareholders' equity over nonearning assets. During the first quarter of 2003, dividend income included the impact of special dividends.

Maintaining consistent spreads between earning assets and interest-bearing liabilities is very significant to S&T's financial performance because net interest income comprised 79% of operating revenue (net interest income plus noninterest income, excluding security gains) in the first three months of 2004. A variety of asset/liability management strategies were successfully implemented within prescribed Asset/Liability Committee risk parameters that enabled S&T to maintain a net interest margin reasonably consistent with historical levels during a volatile interest rate environment. The level and mix of funds are monitored by the Asset/Liability Committee in order to mitigate the interest rate sensitivity and liquidity risks of the balance sheet.

Page 14

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
OPERATIONS

	Three Months Ended March 31,
	2004			2003
	(dollars in thousands)
	Average Balance	Interest	Average Rate	Average Balance	Interest	Average Rate
ASSETS
Loans	$2,134.5	$30.3	5.70%	$2,008.6	$32.2	6.51%
Securities/Other	598.0	6.2	4.21%	636.4	8.1	5.10%
Total interest-earning assets	2,732.5	36.5	5.37%	2,645.0	40.3	6.28%
Noninterest-earning assets	176.3			178.7
TOTAL	$2,908.8			$2,823.7
LIABILITIES AND SHAREHOLDERS' EQUITY
NOW/money market/savings	$755.7	$1.0	0.51%	$772.2	$1.4	0.77%
Time deposits	829.6	6.3	3.06%	824.4	7.2	3.54%
Borrowed funds < 1 year	441.9	1.2	1.11%	320.9	1.1	1.34%
Borrowed funds > 1 year	116.9	1.0	3.46%	218.4	3.2	5.93%
Total interest-bearing liabilities	2,144.1	9.5	1.78%	2,135.9	12.9	2.45%
Noninterest-bearing liabilities:
Demand deposits	369.7			320.2
Shareholders' equity/Other	395.0			367.6
TOTAL	$2,908.8			$2,823.7
Net yield on interest-earning assets			3.98%			4.20%

	Three Months Ended
	March 31, 2004			December 31, 2003
	(dollars in thousands)
	Average Balance	Interest	Average Rate	Average Balance	Interest	Average Rate
ASSETS
Loans	$2,134.5	$30.3	5.70%	$2,062.2	$30.9	5.95%
Securities/Other	598.0	6.2	4.21%	616.3	6.5	4.20%
Total interest-earning assets	2,732.5	36.5	5.37%	2,678.5	37.4	5.56%
Noninterest-earning assets	176.3			175.6
TOTAL	$2,908.8			$2,854.1
LIABILITIES AND SHAREHOLDERS' EQUITY
NOW/money market/savings	$755.7	$1.0	0.51%	$758.9	$0.9	0.47%
Time deposits	829.6	6.3	3.06%	802.0	6.4	3.17%
Borrowed funds < 1 year	441.9	1.2	1.11%	367.7	0.8	0.91%
Borrowed funds > 1 year	116.9	1.0	3.46%	178.5	2.2	4.86%
Total interest-bearing liabilities	2,144.1	9.5	1.78%	2,107.1	10.3	1.95%
Noninterest-bearing liabilities:
Demand deposits	369.7			364.8
Shareholders' equity/Other	395.0			382.2
TOTAL	$2,908.8			$2,854.1
Net yield on interest-earning assets			3.98%			4.02%

Page 15

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
OPERATIONS

Provision for Loan Losses

The provision for loan losses was $1.5 million for the first three months of 2004 and $2.4 million for the same period of 2003. The provision is the result of management's on-going assessment of economic conditions, credit quality statistics, loan administration effectiveness and other factors that would have an impact on probable losses in the loan portfolio. Also affecting the amount of provision is loan growth, portfolio composition and trends within risk ratings.

Credit quality indicators are important factors in determining the amount of provision. Nonperforming loans to total loans was 0.57% at March 31, 2004 compared to 0.43% at December 31, 2003 and 0.53% at March 31, 2003. Net charged-off loans were $0.3 million and $2.7 million for the first three months of 2004 and 2003, respectively. Also affecting the amount of provision expense are the amount and types of loan growth and portfolio composition. Loan growth in the first three months of 2004 and 2003 is attributable to larger-sized commercial loans, which present an inherently higher risk than other types of loans in the portfolio.

Noninterest Income

Noninterest income, excluding security gains, increased $0.2 million or 2% in the first three months of 2004 as compared to the same period of 2003, primarily due to $0.2 million or a 17% increase in wealth management income. Security gains, primarily from the sale of equity securities, increased $0.5 million in the first three months of 2004 as compared to the same period of 2003.

Wealth management activities increased $0.2 million or 17 percent as a result of new business and general market improvements. Debit and credit card income increased $0.1 million and revenue from the S&T Professional Resources Group subsidiary increased $0.1 million. Partially offsetting these increases was reduced revenue from mortgage banking as increased residential mortgage rates significantly slowed refinancing activities.

S&T recognized $1.5 million of gains on available for sale equity securities in the first three months of 2004 as compared to $1.0 million in the same period of 2003. The increase is a result of better market opportunities for the equity securities portfolio during the first three months of 2004. Unrealized gains, net of unrealized losses, in the available for sale equity portfolio totaled $27.8 million at March 31, 2004.

Noninterest Expense

Noninterest expense increased by $0.6 million or 4% during the three months ended March 31, 2004 compared to the three months ended March 31, 2003. Staff expense increased $0.7 million or 9% primarily attributable to the effects of year-end merit increases and higher benefit plan costs. Average full-time equivalent staff was 764 at March 31, 2004 and 759 at March 31, 2003. Occupancy expense decreased $0.1 million or 6% for the three months ended March 31, 2004 as compared to the same period of 2003 while data processing expense increased $0.2 million or 22% and other expense decreased $0.2 million or 5%. The changes with data processing and other expense are primarily related to the reclassification of certain communication costs from other expense. S&T's efficiency ratio, which measures noninterest expense as a percent of recurring noninterest income plus net interest income on a fully taxable equivalent basis, was 43% for the three months ended March 31, 2004 as compared to 42% for the three months end ed March 31, 2003.

Federal Income Taxes

Federal income tax expense increased $0.3 million for the three months ended March 31, 2004 as compared to the same period of 2003. The effective tax rate for the first three months of 2004 was 29% and 28% in 2003, which is below the 35% statutory rate due to benefits resulting from tax-exempt interest, excludable dividend income, low income housing tax credits and the defined contribution retirement plan dividend deduction.

Page 16

S&T BANCORP, INC. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANICAL CONDITION AND RESULTS OF
OPERATIONS

Critical Accounting Policies and Judgements

S&T's consolidated financial statements are prepared based upon the application of certain critical accounting policies affecting accounts such as: securities impairment, allowance for loan losses and goodwill and other intangibles. Certain of these policies require numerous estimates and strategic or economic assumptions that may prove inaccurate or subject to variations and may significantly affect S&T's reported results and financial position for the period or in future periods. Changes in underlying factors, assumptions or estimates in any of these areas could have a material impact on S&T's future financial condition and results of operations. S&T's critical accounting policies are presented in Management's Discussion and Analysis in S&T's Annual Report on Form 10-K, filed with the SEC on March 15, 2004. There have been no material changes in S&T's critical accounting policies since December 31, 2003.

"Safe Harbor" Statement under the Private Securities Litigation Reform Act of 1995

The statements in this Quarterly Report, which are not historical fact, are forward looking statements that involve risks and uncertainties, including, but not limited to, the interest rate environment, the effect of federal and state banking and tax regulations, the effect of economic conditions, the impact of competitive products and pricings, and other risks detailed in S&T's Annual Report on Form 10-K, filed with the SEC on March 15, 2004, and other filings with the SEC. The statements made in this quarterly report are made as of the date of this quarterly report, and S&T undertakes no obligation to update any of the forward looking statements made herein, whether as a result of new information, future events, changes in expectations or otherwise.

Page 17

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Item 3.		Quantitative and qualitative disclosures about market risk are presented at December 31, 2003 in Item 7A of S&T's Annual Report on Form 10-K, filed with the SEC on March 15, 2004. Management believes that there have been no material changes in S&T's market risk since December 31, 2003.
CONTROLS AND PROCEDURES
Item 4.		The Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of S&T's disclosure controls and procedures as defined in Exchange Act Rule 13a-15(e) as of the end of the period covered by this report. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that S&T's disclosure controls and procedures were effective as of the end of the period covered by this report. There were no significant changes in internal controls over financial reporting that occurred during the first quarter of 2004 that have materially affected, or are reasonably likely to materially affect, S&T's internal control over financial reporting.
PART II
OTHER INFORMATION
Item 1.	Legal Proceedings.
			Not Applicable
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities.
			See Page 13
Item 3.	Defaults Upon Senior Securities.
			Not Applicable
Item 4.	Submission of Matters to a Vote of Security Holders.
			Not Applicable
Item 5.	Other Information.
			Not Applicable
Item 6.	Exhibits and Reports on Form 8-K
	(a)		The following exhibits are filed herewith.
			Exhibit 31.1 Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.
			Exhibit 31.2 Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) of the Securities and Exchange Act of 1934, as amended.
			Exhibit 32 Certification for James C. Miller, Chief Executive Officer and Robert E. Rout, Chief Financial Officer pursuant to Rule 13a-14(b) and Rule 15d-14(b) of the Securities and Exchange Act of 1934, as amended.

Page 18

OTHER INFORMATION - continued

	Exhibit 99.2 Amended By-Laws for S&T Bancorp, Inc.
(b)	Reports on Form 8-K
	Form 8-K dated March 16, 2004 The Board of Directors of S&T Bancorp, Inc. declared a $0.26 per share cash dividend at its regular meeting held March 15, 2004. The dividend is payable on April 23, 2004 to shareholders of record on March 31, 2004. This dividend represents a 4.0 percent increase over the same period last year and a 3.5 percent annualized yield using the March 15, 2004 closing stock price of $29.80.

Page 19

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
	S&T Bancorp, Inc.
	(Registrant)
Date:  May 7, 2004	/s/ Robert E. Rout Robert E. Rout Executive Vice President, Secretary and Chief Financial Officer

Page 20

EX-31

Certification of the Chief Executive Officer					Exhibit 31.1
I, James C. Miller as Chief Executive Officer, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of S&T Bancorp, Inc;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)		[omitted pursuant to the guidance of Release No. 33-8238 (June 5, 2003)]
	c)		Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
	d)		Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:		May 7, 2004
				/s/ James C. Miller
				James C. Miller, Chief Executive Officer

Certification of the Chief Financial Officer					Exhibit 31.2
I, Robert E. Rout as Chief Financial Officer, certify that:
1.	I have reviewed this quarterly report on Form 10-Q of S&T Bancorp, Inc;
2.	Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) for the registrant and have:
	a)		Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)		[omitted pursuant to the guidance of Release No. 33-8238 (June 5, 2003)]
	c)		Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
	d)		Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
5.	The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
	a)		All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)		Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date:		May 7, 2004
				/s/ Robert E. Rout
				Robert E. Rout, Chief Financial Officer

EX-32

Exhibit 32 Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U. S. C. Section 1350 As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 In connection with S&T Bancorp, Inc. (the "Company") Quarterly Report on Form 10-Q for the period ending March 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James C. Miller, Chief Executive Officer of the Company, and I, Robert E. Rout, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as adopted pursuant to 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge, that: The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certificate is being made for the exclusive purpose of compliance by the Chief Executive Officer and Chief Financial Officer of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than as specifically required by law.
Date:       May 7, 2004
/s/ James C. Miller	/s/ Robert E. Rout
James C. Miller, Chief Executive Officer	Robert E. Rout, Chief Financial Officer

EX-99.2 BYLAWS

INDEX

TO BY-LAWS OF

S&T BANCORP, INC.

ARTICLE I - MEETINGS OF SHAREHOLDERS

Section 101. Place of Meetings
Section 102. Annual Meetings
Section 103. Special Meetings
Section 104. Conduct of Shareholders' Meetings

ARTICLE II - DIRECTORS AND BOARD MEETINGS

Section 201. Management by Board of Directors
Section 202. Nomination for Directors
Section 203. Directors Must be Shareholders
Section 204. Eligibility and Mandatory Retirement
Section 205. Number of Directors
Section 206. Classification of Directors
Section 207. Vacancies
Section 208. Resignations
Section 209. Compensation of Directors
Section 210. Regular Meetings
Section 211. Special Meetings
Section 212. Chairman of the Board
Section 213. Vice Chairman of the Board
Section 214. Reports and Records

ARTICLE III - COMMITTEES

Section 301. Committees
Section 302. Executive Committee
Section 303. Audit Committee
Section 304. Appointment of Committee Members
Section 305. Organization and Proceedings

ARTICLE IV - OFFICERS

Section 401. Officers
Section 402. President
Section 403. Vice Presidents
Section 404. Secretary
Section 405. Treasurer
Section 406. Assistant Officers
Section 407. General Powers

Index to S&T Bancorp, Inc. By-Laws (continued)

ARTICLE V - INDEMNIFICATION

Section 501. Indemnification

ARTICLE VI - SHARES OF CAPITAL STOCK

Section 601. Authority to Sign Share Certificates
Section 602. Lost or Destroyed Certificates

ARTICLE VII - GENERAL

Section 701. Fiscal Year
Section 702. Record Date
Section 703. Absentee Participation in Meetings
Section 704. Emergency By-Laws
Section 705. Severability

ARTICLE VIII - AMENDMENT OR REPEAL

Section 801. Amendment or Repeal by the Board of Directors

ARTICLE IX - PENNSYLVANIA BUSINESS CORPORATION LAW AMENDMENT

Section 901. Applicability of Certain Provisions of the Pennsylvania Business Corporation Law

BYLAWS

OF

S&T BANCORP, INC.

These By-Laws are supplemental to the Pennsylvania Banking Code and other applicable provisions of law, as the same shall from time to time be in effect.

ARTICLE I. MEETINGS OF SHAREHOLDERS.

          Section 101. Place of Meetings.-    All meetings of the shareholders shall be held at such place or places, within or without the Commonwealth of Pennsylvania, as shall be determined by the Board of Directors (the "Board") from time to time.

          A written or printed notice of every such meeting shall be mailed, charges prepaid, at least ten days before the date of the meeting, (a) in the case of an individual, to his last known residence or place of business, (b) in the case of an unincorporated association, or a corporation organized under the laws of the Commonwealth of Pennsylvania, to its principal office, and (c) in the case of a corporation incorporated under the laws of some other state, to its registered office in Pennsylvania, or if there is no registered office in Pennsylvania, to its home office in the State of its incorporation or in any other State.

          Section 102. Annual Meetings.    The annual meeting of the shareholders for the election of Directors and the transaction of such other business as may properly come before the meeting shall be held on such day, at such hour, and at such place, consistent with applicable laws, as the Board shall from time to time designate or as may be designated at any notice from the Secretary calling the meeting. Any business which is a proper subject for shareholder action may be transacted at the annual meeting, irrespective of whether the notice of said meeting contains any reference thereto, except as otherwise provided by applicable law.

          Section 103. Special Meetings.    Special meetings of the shareholders may be called at any time by the Board of Directors, the President or by the shareholders entitled to cast at least one-fifth (1/5) of the vote which all shareholders are entitled to cast at the particular meeting. A written or printed notice for every special meeting, specifying the purpose and time and place thereof, shall be mailed by the Secretary to the shareholders of record, in the manner provided in Section 101 of this Article, at least ten (10) days before the date of such meeting.

          Section 104. Conduct of Shareholders' Meeting.    The Chairman of the Board, a Vice Chairman, the President, or such other appropriate officer, shall preside at all shareholders' meetings. The Officer presiding over the shareholders' meeting may establish such rules and regulations for the conduct of the meeting as he/she may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting. Unless the Officer presiding over the shareholders' meeting otherwise requires, shareholders need not vote by ballot on any question.

ARTICLE II. DIRECTORS AND BOARD MEETINGS.

          Section 201. Management by Board of Directors.    The business and affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute, regulations, the Article of Incorporation or these By-Laws directed or required to be exercised or done by the shareholders.

          Section 202. Nomination for Directors.    Nominations for election to the Board of Directors may be made by the Nominating and Corporate Governance Committee or by any holder or holders of any outstanding class of shares of the Corporation entitled to vote for the election of directors. Nominations for directors to be elected at an annual meeting of shareholders, other than those made by the Nominating and Corporate Governance Committee, must be submitted to the Secretary of the Corporation in writing not earlier than the close of business on the 120th day, nor later than the close of business on the 60th day, immediately preceding the date of the meeting. Such notification shall contain the following information: (a) name and address of each proposed nominee; (b) the principal occupation of each proposed nominee; (c) the total number of shares of capital stock of the Corporation that are registered in t he name of each proposed nominee; (d) the name and residence address of the notifying shareholder; (e) the number of shares of capital stock of the Corporation owned by the notifying shareholder and (f) such other information regarding the proposed nominee as would be required to be included in a proxy statement under Section 14(a) of the Securities Exchange Act of 1934, as amended (or any successor provision or statue), if proxies were solicited in connection with such proposed nominee's election. Nominations not made in accordance herewith may, in his or her discretion, be disregarded by the Presiding Officer of the meeting, and upon his or her instruction, the vote tellers may disregard all votes cast for each such nominee.

          Section 203. Directors Must be Shareholders.    Every Director must be a shareholder of the Corporation and shall own in his/her own right the number of shares (if any) required by law in order to qualify as such Director. Any Director shall forthwith cease to be a Director when he/she no longer holds such shares, which fact shall be reported to the Board of Directors by the Secretary, whereupon the Board of Directors shall declare the seat of such Director vacated.

          Section 204. Eligibility and Mandatory Retirement.    Commencing with the annual meeting of the shareholders in 2003, no person shall be eligible to be newly elected or appointed as a Director after he/she shall have attained the age of seventy-five years on or prior to the date of his/her election. Any Director of this corporation who attains the age of seventy-five years shall be retired as of the next Annual Meeting following the attainment of age seventy-five without any action on his/her part. Upon retirement from the Board of Directors due to age, as described above, said Director may be appointed by the active Board as a Director Emeritus.

          Section 205. Number of Directors.    The Board of Directors shall consist of not less than twelve (12) nor more than twenty-five (25) persons, the exact number to be fixed and determined from time to time by resolution of a majority of the full Board of Directors. Notwithstanding anything contained in these By-Laws or in the Certificate of Incorporation of the Corporation to the contrary, either (i) the affirmative vote of at least sixty-six and two-thirds (66 2/3) percent of the outstanding shares of Common Stock entitled to vote generally in the election of directors voting together as a single class, or (ii) the affirmative vote of a majority of the full Board of Directors shall be required to alter, amend, adopt any provision inconsistent with or repeal this Section 205.

          Section 206. Classification of Directors.    The Directors shall be divided into three (3) classes, as equal in number as possible, known as Class 1, Class 2, and Class 3. Each class shall consist of not more than nine (9) Directors. The Directors of each class shall be elected for a term of three (3) years and, after expiration of such terms, their successors shall thereafter be elected every three (3) years for three (3) year terms. Each Director shall serve until his or her successor shall have been elected and shall qualify, even though his or her term of office has herein provided has otherwise expired, except in the event of his or her earlier death, resignation, removal or disqualification from office. Notwithstanding anything contained in these By-Laws or in the Certificate of Incorporation of the Corporation to the contrary, either (i) the affirmative vote of at least sixty-six and two-thirds (6 6 2/3) percent of the outstanding shares of Common Stock entitled to vote generally in the election of directors, voting together as a single class, or (ii) the affirmative vote of a majority of the full Board of Directors shall be required to alter, amend, adopt any provision inconsistent with or repeal this Section 206.

          Section 207. Vacancies.    Any Director elected to fill a vacancy in the Board of Directors shall become a member of the same Class of Director in which the vacancy existed unless the vacancy is due to an increase in number of Directors, in which case a majority of the members of the Board of Directors shall designate such directorship as belonging to Class 1, Class 2, or Class 3 so as to maintain the three (3) classes of Directors as equal in number as possible. Notwithstanding anything contained in these By-Laws or in the Certificate of the Corporation to the contrary, either (i) the affirmative vote of at least sixth-six and two-thirds (66 2/3) percent of the outstanding shares of Common Stock entitled to vote generally in the election of directors, voting together as a single class, or (ii) the affirmative vote of a majority of the full Board of Directors shall be required to alter, amend, adopt any provision inconsistent with or repeal this Section 207.

          Section 208. Resignation.    Any Director may resign at any time. Such resignations shall be in writing, but the acceptance thereof shall not be necessary to make it effective.

          Section 209. Compensation of Directors.    No Director shall be entitled to any salary as such; but the Board of Directors may fix, from time to time, a reasonable annual fee for acting as a Director and a reasonable fee to be paid each Director for his/her services in attending meetings of the Board and meetings of committees appointed by the Board. The Corporation may reimburse Directors for expenses related to their duties as a member of the Board.

          Section 210. Regular Meetings.    Regular meetings of the Board of Directors shall be held at such place within the Commonwealth of Pennsylvania as a majority of the directors may from time to time designate, or as may be designated in the notice calling the meeting. The Board of Directors shall meet for reorganization at the first regular meeting following the annual meeting of shareholders at which the Directors are elected. Subsequent regular meetings of the Board of Directors shall be held at a time and place designated by the Board of Directors. At least two day's notice of regular meetings shall be given.

          A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business. If at the time fixed for the meeting, including the meeting to organize the new Board following the annual meeting of shareholders, a quorum is not present, the Directors in attendance may adjourn the meeting from time to time until a quorum is obtained.

          Except as otherwise provided herein, a majority of those Directors present and voting at any meeting of the Board of Directors, shall decide each matter considered. A director cannot vote by proxy, or otherwise act by proxy at a meeting of the Board of Directors.

          Section 211. Special Meetings.    Special meetings of the Board of Directors may be called by the President or at the request of three (3) or more members of the Board of Directors. A special meeting of the Board of Directors shall be deemed to be any meeting other than the regular meeting of the Board of Directors. Written or printed notice of the time and place of every special meeting, which need not specify the business to be transacted there at shall be given by the Secretary to each member of the Board at least twenty-four (24) hours before the time of such meeting excepting the Organizational Meeting following the election of Directors.

          Section 212. Chairman of the Board.    The Chairman of the Board, a Vice Chairman, the President, or such other appropriate officer, shall preside at all meetings of the Board of Directors.

          Section 213. Vice Chairman of the Board.    The Board of Directors may elect one (1) or more Vice Chairmen of the Board as the Board of Directors may from time to time deem advisable. The Vice Chairmen of the Board shall have such duties as are prescribed by the Board of Directors.

          Section 214. Reports and Records.    The reports of Officers and Committees and the records of the proceedings of all Committees shall be filed with the Secretary of the Corporation and presented to the Board of Directors, if practical, at its next regular meeting. The Board of Directors shall keep complete records of its proceedings in a minute book kept for that purpose. When a Director shall request it, the vote of each Director upon a particular question shall be recorded in the minutes.

ARTICLE III. COMMITTEES

          Section 301. Committees.    The following two (2) Committees of the Board of Directors shall be established by the Board of Directors in addition to any other Committee the Board of Directors may in its discretion establish: Executive, Audit Committee.

          Section 302. Executive Committee.    The Executive Committee shall consist of the President and any three (3) or more Directors. A majority of the members of the Executive Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. Meetings of the Committee may be called at any time by the Chairman, President or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Corporation so far as may be permitted by applicable law and except as specifically limited by the Board of Directors pursuant to Section 301 or by specific resolution. All acts done and powers conferred by the Executive Committee shall be deemed to be, and may be certifi ed as being, done or conferred under authority of the Board of Directors.

          Section 303. Audit Committee.    The Audit Committee shall consist of at least three (3) Directors, none of whom shall be Officers of the Corporation. Meetings of the Committee may be called at any time by the Chairman or Secretary of the Committee, and shall be called whenever two (2) or more members of the Committee so request in writing. A majority of the members of the Committee shall constitute a quorum, and actions of a majority of those present at a meeting at which a quorum is present shall be actions of the Committee. The duties and responsibilities of the Audit Committee shall be those imposed on the Audit Committee by applicable law, rule or regulation and such other duties and responsibilities as determined by the Board of Directors.

          Section 304. Appointment of Committee Members.    The Board of Directors shall appoint, upon the recommendation of the Nominating and Corporate Governance Committee, the members of the Executive and Audit Committees and the Chairman of such Committee, to serve for the ensuing year. The Board of Directors may appoint, from time to time, other committees, for such purposes and with such powers as the Board may determine.

          Section 305. Organization and Proceedings.    Each Committee of the Board of Directors shall effect its own organization by the appointment of a Secretary and such other Officers, except Chairman and Vice Chairman, as it may deem necessary. A record of proceedings of all Committees shall be kept by the Secretary of such Committee and filed and presented as provided in Section 214 of these By-Laws.

ARTICLE IV. OFFICERS

          Section 401. Officers.    The Officers of the Corporation shall be a Chairman, one (1) or more Vice Chairmen, a President, one (1) or more Vice Presidents, a Secretary, a Treasurer, and such other Officers and Assistant Officers as the Board of Directors may from time to time deem advisable. Except for the President, Secretary, and Treasurer, the Board may refrain from filling any of the said offices at any time and from time to time. The same individual may hold any two (2) or more offices except both the offices of President and Treasurer. The following Officers shall be elected by the Board of Directors at the time, in the manner and for such terms as the Board of Directors from time to time shall determine: President, Executive Vice President, Senior Vice President, Administrative Vice President, Secretary, and Treasurer. The President may, subject to the change by the Board of Directors, app oint such Officers and Assistant Officers as he/she may deem advisable provided such Officers or Assistant Officers have a title not higher than Vice President, who shall hold office for such periods as the President shall determine. Any Officer may be removed at any time, with our without cause, and regardless of the term for which such Officers was elected, but without prejudice to any contract right of such Officer. Each Officer shall hold his office for the current year for which he was elected or appointed by the Board unless he shall resign, becomes disqualified, or be removed at the pleasure of the Board of Directors.

          Section 402. President.    The President shall have general supervision of all the departments and business of the Corporation and shall prescribe the duties of the other Officers and Employees and see to the proper performance thereof. The President shall be responsible for having all orders and resolutions of the Board of Directors carried into effect. The President shall execute on behalf of the Corporation and may affix or cause to be affixed a seal to all authorized documents and instruments requiring such execution, except to the extent that signing and execution thereof shall have been delegated to some other Officer or Agent of the Corporation by the Board of Directors or by the President. The President shall be a member of the Board of Directors. In the absence or disability of the Chairman of the Board or his/her refusal to act, a Vice Chairman, the President or other appropriate officer shall preside at meetings of the Board. In general, the President shall perform all the duties and exercise all the powers and authorities incident to such officer or as prescribed by the Board of Directors.

          Section 403. Vice President.     The Vice Presidents shall perform such duties, do such acts and be subject to such supervision as may be prescribed by the Board of Directors or the President. In the event of the absence or disability of the President or his/her refusal to act, the Vice Presidents, in the order of their rank, and within the same rank in the order of their authority, shall perform the duties and have the powers and authorities of the President, except to the extent inconsistent with applicable law.

          Section 404. Secretary.    The Secretary shall act under the supervision of the President or such other Officers as the President may designate. Unless a designation to the contrary is made at a meeting, the Secretary shall attend all meetings of Board of Directors and all meetings of the shareholders and record all proceedings of such meetings in a book to be kept for that purpose, and shall perform like duties for the standing Committees when required by these By-Laws or otherwise. The Secretary shall give, or cause to be given, notice of all meetings of shareholders and of the Board of Directors. The Secretary shall keep a seal of the Corporation, and, when authorized by the Board of Directors or the President, cause it to be affixed to any documents and instruments requiring it. The Secretary shall perform such other duties as may be prescribed by the Board of Directors, President, or such other Supe rvising Officer as the President may designate.

          Section 405. Treasurer.    The Treasurer shall act under the supervision of the President or such other Officer as the President may designate. The Treasurer shall have custody of the Corporation's funds and such other duties as may be prescribed by the Board of Directors, President or such other Supervising Officer as the President may designate.

          Section 406. Assistant Officer.    Unless otherwise provided by the Board of Directors, each assistant officer shall perform such duties as shall be prescribed by the Board of Directors, the President or the Officer to whom he/she is an Assistant. In the event of the absence or disability of an Officer or his/her refusal to act, his/her Assistant Officer shall, in the order of their rank, and within the same rank in the order of their seniority, have the powers and authorities of such Officer.

          Section 407. General Powers.    The Officers are authorized to do and perform such corporate acts as are necessary in the carrying on of the business of the Corporation, subject always to the direction of the Board of Directors.

ARTICLE V. INDEMNIFICATION

          Section 501. Indemnification.    (1) Each person who was or is made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (hereinafter a "Proceeding"), by reason of the fact that he or she is or was a director or officer of the Corporation or that he or she, being at the time a director or officer of the Corporation, is or was serving at the request of the Corporation as a director, trustee, officer, employee or agent of another corporation, for profit or not-for-profit, or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan (collectively, "Another Enterprise" or "Other Enterprise"), whether in either case the basis of such Proceeding is alleged action or inaction in an official capacity as a director, or officer of the Corporation, or as a director, trustee, officer, employee or agent of such Other Enterprise, shall be indemnified and held harmless by the Corporation to the fullest extent authorized by the laws of the Commonwealth of Pennsylvania as the same exist or may hereafter be amended (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), against all expense, liability and loss (including without limitation attorneys' fees, judgments, fines, ERISA excise taxes or penalties and amounts paid in settlement) reasonably incurred or suffered by such person in connection therewith if such person acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal proceeding, had no reasonable cause to believe his conduct was unlawful. The persons indemnified by paragra ph (1) of this Section 501 are hereinafter referred to as "Indemnitees." Such indemnification as to such alleged action or inaction shall continue as to an Indemnitee who has after such alleged action or inaction ceased to be a director or officer of the Corporation, and shall inure to the benefit of the Indemnitee's heirs, executors and administrators. The right to indemnification conferred in this Section 501: (a) shall be a contract right; (b) shall not be affected adversely as to any Indemnitee by an amendment of these By-laws with respect to any action or inaction occurring prior to such amendment; and (c) shall include the right to be paid by the Corporation, the expenses incurred in defending any such Proceeding in advance of its final disposition (hereinafter an "Advancement of Expenses"), provided, however, that, if and to the extent the laws of the Commonwealth of Pennsylvania require, an Advancement of Expenses incurred by an Indemnitee shall be made only upon delivery to the Corporation of an und ertaking (hereinafter an "Undertaking"), by or on behalf of such Indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further right to appeal (hereinafter a "Final Adjudication") that such Indemnitee is not entitled to be indemnified for such expense under this Section 501 or otherwise; it being understood that the Corporation shall not be entitled to refuse to make any Advancement of Expenses to an Indemnitee required by this Section 501 prior to a Final Adjudication that such Indemnitee is not entitled to be indemnified under this Section 501 or otherwise.

          (2)    If a claim under paragraph (1) of this Section 501 is not paid in full by the Corporation within sixty (60) days after it has been received in writing by the Corporation, except in the case of a claim for an Advancement of Expenses, in which case the applicable period shall be twenty (20) days, the Indemnitee may at any time thereafter bring suit against the Corporation to recover the unpaid amount of the claim. If successful in whole or in part in any such suit, or in a suit brought by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Indemnitee shall be entitled to be paid also the expenses of prosecuting such suit. In any suit brought by the Indemnitee to enforce a right of indemnification hereunder (but not in a suit brought by the Indemnitee to enforce a right to an Advancement of Expenses) it shall be a defense that the Indemnitee has not met the applicable standard of conduct for indemnification set forth in Section 501(1). In any suit by the Corporation to recover an Advancement of Expenses pursuant to the terms of an Undertaking, the Corporation shall be entitled to recover such expenses only upon a Final Adjudication that, the Indemnitee has not met the applicable standard of conduct for indemnification set forth in Section 501(1). Neither the failure of the Corporation (including the Board of Directors, independent legal counsel or its stockholders) to have made a determination prior to the commencement of such suit that indemnification of the Indemnitee is proper in the circumstances because the Indemnitee has met the applicable standard of conduct for indemnification set forth in Section 501(1), nor an actual determination by the Corporation (including the Board of Directors, independent legal counsel or its stockholders) that the Indemnitee has not met such applicable standard of conduct, shall create a presumption th at the Indemnitee is not entitled to indemnification or be a defense to such suit. In any suit brought by the Indemnitee to enforce a right to indemnification or to an Advancement of Expenses hereunder, or by the Corporation to recover an Undertaking, the burden of proving that the Indemnitee is not entitled to be indemnified, or to have or retain such Advancement of Expenses, under this Section 501 or otherwise, shall be on the Corporation.

          (3)    The rights to indemnification and to the Advancement of Expenses conferred in this Section 501 shall not be exclusive of any other right which any person may have or hereafter acquire under any statute, the Articles of Incorporation, these By-Laws, an agreement or vote of stockholders or disinterested Directors or otherwise.

          (4)    The Corporation may maintain insurance, at its expense, to protect itself and any director, officer, trustee, employee or agent of the Corporation or Another Enterprise against any expense, liability or loss, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the laws of the Commonwealth of Pennsylvania.

          (5)    The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification, and to the Advancement of Expenses, to any employee or agent of the Corporation (or any person serving at the Corporation's request as a director, trustee, officer, employee or agent of Another Enterprise) or to a person who is or was a director, officer, employee or agent of any of the Corporation's affiliates, predecessor or subsidiary corporations or of a constituent corporation absorbed by the Corporation in a consolidation or merger or who is or was serving at the request of such affiliate, predecessor or subsidiary corporation or of such constituent corporation as a director, officer, employee or agent of Another Enterprise, in each case as determined by the Board of Directors to the fullest extent of the provisions of this Section 501 in cases of the indemnification and Advan cement of Expenses of directors and officers of the Corporation, or to any lesser extent (or greater, if permitted by law) determined by the Board of Directors.

ARTICLE VI. SHARES OF STOCK.

          Section 601. Authority to Sign Share Certificates.    Every share certificate of the Corporation shall be signed by the President and Treasurer or one of the Assistant Treasurers. Certificates may be signed by a facsimile signature of the President and Treasurer or one of the Assistant Treasurers of the Corporation.

          Section 602. Lost or Destroyed Certificates.    Any person claiming a share certificate to be lost, destroyed or wrongfully taken shall receive a replacement certificate if such person shall have: (a) requested such replacement certificate before the Corporation has notice that the shares have been acquired by a bona fide purchaser; (b) provided the Corporation with an indemnity agreement satisfactory in form and substance to the Board of Directors, or the President or the Secretary; and (c) satisfied any other reasonable requirements (including providing an affidavit and a surety bond) fixed by the Board of Directors, or the President or the Secretary.

ARTICLE VII. GENERAL

          Section 701. Fiscal Year.    The fiscal year of the Corporation shall begin on the first (1st) day of January in each year and end on the thirty-first (31st) day of December in each year.

          Section 702. Record Date.    The Board of Directors may fix any time whatsoever (whether or not the same is more than fifty (50) days) prior to the date of any meeting of shareholders, or the date for the payment of any dividend or distribution, or the date for the allotment of rights, or the date when any change or conversion or exchange of shares will be made or will go into effect, as a record date for the determination of the shareholders entitled to notice of, or to vote at, any such meetings, or entitled to receive payment of any such dividend or distribution, or to exercise the rights in respect to any such change, conversion or exchange of shares.

          Section 703. Absentee Participation in Meetings.    One (1) or more Directors may participate in a meeting of the Board of Directors, or of a Committee of the Board, by means of a conference telephone or similar communication equipment, by means of which all persons participating in the meeting can hear each other.

          Section 704. Emergency By-Laws.    In the event of any emergency resulting from a nuclear attack or similar disaster, and during the continuance of such emergency, the following Bylaw provisions shall be in effect, notwithstanding any other provisions of the Bylaws:

          (a) A meeting of the Board of Directors or any of any Committee thereof may be called by any Officer or Director upon one (1) hour's notice to all persons entitled to notice whom, in the sole judgment of the notifier, it is feasible to notify;

          (b) The Director or Directors in attendance at the meeting of the Board of Directors or of any Committee thereof shall constitute a quorum; and

          (c) These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the Directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency.

          Section 705. Severability.    If any provision of these By-Laws is illegal or unenforceable as such, such illegality or unenforceability shall not effect any other provision of these By-Laws and such other provisions shall continue in full force and effect.

ARTICLE VIII. AMENDMENT OR REPEAL.

          Section 801. Amendment or Repeal by the Board of Directors.    These By-Laws may be amended or repealed, in whole or in part, by a majority vote of members of the Board of Directors at any regular or special meeting of the Board duly governed. Notice need not be given of the purpose of the meeting of the Board of Directors at which the amendment is to be considered.

ARTICLE IX. APPLICABILITY OF CERTAIN PROVISIONS OF THE PENNSYLVANIA BUSINESS
                        CORPORATION LAW

          Section 901. 1990 Anti-takeover Amendments.    Subchapters G (relating to Control Share Acquisitions), H (relating to Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control), I (relating to Severance Compensation for Employees Terminated Following Certain Control-Share Acquisitions), and J (relating to the status of Labor Contracts following certain Business Combination Transactions) of Chapter 25 of the Pennsylvania Business Corporation Law of 1988 (the "BCL") shall not be applicable to the Corporation.

          Section 511(d), (e), and (f), and Sections 1721(e), (f) and (g) of the BCL shall not be applicable to the Corporation. The Corporation shall be governed by Sections 1721(c) and (d) of the BCL. In adopting this paragraph of this Section 901, while intending thereby to indicate the importance of all of the shareholders' interest the Board of Directors does not intend to limit its ability to oppose a tender offer, or limit its discretion when considering whether to oppose a tender offer, in accordance with Section 8(A) of the Corporation's Articles of Incorporation or otherwise; nor does it intend to limit the factors and interests which it, committees of the Board, and individual directors may consider in considering the best interests of the Corporation, either as provided in Section 8(A) of the Corporation's Articles of Incorporation or otherwise; nor does it intend to impose limits upon the ability of the Board, committees of the Board and individual directors in considering the best interests of the Corporation or the effects of any action, to consider and to balance and weigh such factors and interests to the extent they deem appropriate, either as provided in Section 8(A) of the Corporation's Articles of Incorporation or otherwise; nor does it intend to limit the discretion of the Board, committees of the Board, or individual directors in exercising the powers vested in the Corporation, including, but not limited to, their ability to take the actions described in Section 8(B) of the Corporations Articles of Incorporation.