…..2012 FIRST QUARTER SUMMARY OVERVIEW….. Net Income for the first quarter of 2012 was $1,565,000 or $0.06 per diluted share. This represents an increase of $302,000 or 23.9% from the first quarter 2011 net income of $1,263,000 or $0.05 per diluted common share. There was a greater percentage increase in earnings per share due to the success of the Company's common stock repurchase program as the Company's increased 2012 earnings are being spread over a smaller number of average shares outstanding. This performance marks the eighth consecutive quarter of positive earnings. It was a quarter marked by a series of positive events; for example -

• In spite of the weak national economy, Loans Outstanding increased at quarter end for the fourth consecutive quarter

• Deposit totals closed the quarter at the second highest quarter ending level ever recorded by the Company

• Non-Interest Income was at the highest level in five quarters

• Non-Performing Assets were at the lowest level since the 4th quarter of 2008.

We are pleased to recount these positives for we believe it is a tribute to planning, execution and discipline. This quarter was the first quarter of activity in support of the 2012-2015 Strategic Plan. This meant an even stronger emphasis on customer service and prospect calling. Over the last six months, AmeriServ has opened three new Loan Production Offices in Altoona and Harrisburg, PA, and Hagerstown, MD. These new offices will add to the growing loan totals, but also increase the geographical diversity of the overall portfolio. These offices are modeled after the very successful Loan Production Office which has been in Monroeville, PA for several years. Management has committed to maintain the same high credit standards in these offices that has marked the improvement in AmeriServ's asset quality since the depths of the recession.

AmeriServ Trust and Financial Services continued its turnaround during the quarter. Its net income surpassed the first quarter of 2011 by 38%. This gain was occasioned by an 8.7% gain in revenues while holding expense growth to just 3.6%. It is important to note that the integration of the Trust Company Investment Division with West Chester Capital Advisors continued as planned during the quarter. This step forward will bring an ever broader array of investment discipline choices to every client.

All of this progress is possible because the same discipline which enabled AmeriServ to emerge from the recession strong is now transitioning to a focus on growth with earnings. However, this growth will not be sought in risky financial initiatives, but in fundamentally sound community banking products and services. AmeriServ is first of all focused intensely on its primary markets in the Laurel Highlands. But it is also quite active in the fast growing State College market and in the increasingly strong Pittsburgh market place. The additional Loan Production Offices will build on top of this solid foundation and expand our footprint for loans.

We are aware that our national economy has been less dynamic than we all wish. The beginning of the Great Recession in 2008 is now four long and hard years ago. We recognize that unemployment is still a serious and stubborn challenge. We watch with concern the budgetary deficit issues our elected officials must face at some point. We see the sovereign nations of Europe struggling to keep their currency union viable. The reaction of this Board and this management team to these challenges is to re-emphasize our commitment to safe and sane banking. AmeriServ will maintain a conservative balance sheet. AmeriServ will maintain strong capital and deep liquidity. AmeriServ will adhere to time tested loan underwriting standards and maintain a low risk securities portfolio while AmeriServ Trust Company will manage its clients' wealth with respect for their need for diversification and a professionally trained watchful eye. It is our belief that this is the way to build a strong company for our customers, career opportunities for our employees and a rewarding investment for our shareholders.

THREE MONTHS ENDED MARCH 31, 2012 VS. THREE MONTHS ENDED MARCH 31, 2011

.....PERFORMANCE OVERVIEW..... The following table summarizes some of the
Company's key performance indicators (in thousands, except per share and
ratios).



                                        Three months ended       Three months ended
                                          March 31, 2012           March 31, 2011
Net income                              $             1,565      $             1,263
Diluted earnings per share                             0.06                     0.05
Return on average assets (annualized)                  0.65 %                   0.54 %
Return on average equity (annualized)                  5.60 %                   4.77 %

The Company continued its positive earnings momentum in the first quarter of 2012 by reporting net income of $1,565,000 or $0.06 per diluted common share. This represents an increase of $302,000, or 23.9%, from the first quarter 2011 net income of $1,263,000 or $0.05 per diluted common share. The growth in net income was driven by increased non-interest revenue and stable net interest margin performance. Also, sustained improvements in asset quality again allowed the company to record a credit provision for loan losses in the first quarter of 2012. These positive items were partially offset by modestly higher non-interest expense and increased income tax expense. Diluted earnings per share in the first quarter of 2012 were negatively impacted by the preferred stock dividend related to the US Treasury SBLF program which amounted to $263,000 and reduced the amount of net income available to common shareholders.

                                 Three months ended           Three months ended
                                   March 31, 2012               March 31, 2011             $ Change           % Change
Interest income                 $             10,124         $             10,596         $     (472 )             (4.5 )%
Interest expense                               2,066                        2,630               (564 )            (21.4 )

Net interest income             $              8,058         $              7,966         $       92                1.2


Net interest margin                             3.70 %                       3.70 %               -                 N/M

N/M - not meaningful

The Company's net interest income in the first quarter of 2012 increased by $92,000, or 1.2%, when compared to the first quarter of 2011. The first quarter 2012 net interest margin of 3.70% was consistent with last year's first quarter. The increased net interest income and overall stable net interest margin performance reflects the benefits of a lower cost of funds and moderate loan growth. Specifically, total loans outstanding have increased for four consecutive quarters and now are $26.5 million or 4.1% higher than they were at March 31, 2011. This loan growth reflects the successful results of the Company's more intensive sales calling efforts with a particular emphasis on generating commercial loans and owner occupied commercial real estate loans which qualify as SBLF loans. Despite this growth in loans, total interest revenue dropped by $472,000 between years and reflects the lower interest rate environment and flatter yield curve.

However, careful management of funding costs allowed the Company to reduce interest expense to a greater extent than the decline in interest revenue. Specifically, interest expense in the first quarter of 2012 declined by $564,000 from the same prior year quarter due to the Company's proactive efforts to reduce deposit and borrowing costs. This reduction in deposit costs has not impacted average total deposit balances which have remained stable decreasing modestly by $790,000 during this same period. The Company is pleased that there has been $9.1 million of growth in average non-interest bearing demand deposit accounts whose balances have grown by 6.8% since the first quarter of 2011.

.....COMPONENT CHANGES IN NET INTEREST INCOME..… Regarding the separate components of net interest income, the Company's total interest income for the first quarter of 2012 decreased by $472,000 or 4.5% when compared to the same 2011 quarter. This decrease was due to a 28 basis point decline in the earning asset yield to 4.66%. Within the earning asset base, the yield on the total loan portfolio decreased by 30 basis points to 5.21% while the yield on total investment securities dropped by 34 basis points to 2.86%. In the current interest rate environment, new investment securities and loans that are being booked typically have yields that are below the rate on the maturing instruments that they are replacing. The Company has generated increased new commercial loan originations that qualify for inclusion in SBLF program over the past three quarters. However, continued strong pay-offs of larger investment commercial real-estate loans has limited the net growth in the total loan portfolio. Improved commercial loan pipelines, which reflect the three new Loan Production Offices, suggest that the Company should be able to grow the loan portfolio throughout 2012.

The table that follows provides an analysis of net interest income on a tax-equivalent basis for the three month periods ended March 31, 2012 and March 31, 2011 setting forth (i) average assets, liabilities, and stockholders' equity, (ii) interest income earned on interest earning assets and interest expense paid on interest bearing liabilities, (iii) average yields earned on interest earning assets and average rates paid on interest bearing liabilities,
(iv) the Company's interest rate spread (the difference between the average yield earned on interest earning assets and the average rate paid on interest bearing liabilities), and (v) the Company's net interest margin (net interest income as a percentage of average total interest earning assets). For purposes of these tables, loan balances do include non-accrual loans, and interest income on loans includes loan fees or amortization of such fees which have been deferred, as well as interest recorded on certain non-accrual loans as cash is received. Additionally, a tax rate of 34% is used to compute tax-equivalent yields.

                                                        2012                                       2011
                                                       Interest                                   Interest
                                         Average        Income/       Yield/        Average        Income/       Yield/
                                         Balance        Expense        Rate         Balance        Expense        Rate
Interest earning assets:
Loans and loans held for sale, net of
unearned income                         $ 666,575      $   8,734         5.21 %    $ 661,061      $   9,091         5.51 %
Interest bearing deposits                   4,027              1         0.11          1,786             -            -
Short-term investment in money market
funds                                       5,168              3         0.33          3,855              3         0.32
Federal funds sold                             -              -            -          14,178              4         0.11
Investment securities - AFS               181,905          1,279         2.81        179,846          1,411         3.14
Investment securities - HTM                12,671            112         3.54          8,691             95         4.37

Total investment securities               194,576          1,391         2.86        188,537          1,506         3.20

Total interest earning
assets/interest income                    870,346         10,129         4.66        869,417         10,604         4.94
Non-interest earning assets:
Cash and due from banks                    17,163                                     15,555
Premises and equipment                     10,826                                     10,483
Other assets                               82,302                                     79,615
Allowance for loan losses                 (14,486 )                                  (19,834 )

TOTAL ASSETS                            $ 966,151                                  $ 955,236


Interest bearing liabilities:
Interest bearing deposits:
Interest bearing demand                 $  56,346      $      28         0.20 %    $  55,092      $      28         0.21 %
Savings                                    83,678             52         0.25         78,545             74         0.38
Money markets                             202,156            238         0.47        185,933            292         0.64
Other time                                327,680          1,444         1.77        360,137          1,900         2.14

Total interest bearing deposits           669,860          1,762         1.06        679,707          2,294         1.37
Short-term borrowings:
Other short-term borrowings                 4,233              4         0.35            424              1         0.73
Advances from Federal Home Loan Bank        8,493             20         0.99          9,743             55         2.31
Guaranteed junior subordinated
deferrable interest debentures             13,085            280         8.57         13,085            280         8.57

Total interest bearing
liabilities/interest expense              695,671          2,066         1.19        702,959          2,630         1.52
Non-interest bearing liabilities:
Demand deposits                           142,106                                    133,049
Other liabilities                          16,067                                     11,859
Shareholders' equity                      112,307                                    107,369

TOTAL LIABILITIES AND SHAREHOLDERS'
EQUITY                                  $ 966,151                                  $ 955,236

Interest rate spread                                                     3.47                                       3.42
Net interest income/ Net interest
margin                                                     8,063         3.70 %                       7,974         3.70 %
Tax-equivalent adjustment                                     (5 )                                       (8 )

Net Interest Income                                    $   8,058                                  $   7,966

…..PROVISION FOR LOAN LOSSES..... Sustained improvements in asset quality evidenced by lower levels of non-performing assets and criticized loans allowed the Company to reverse a portion of the allowance for loan losses into earnings in the first quarter of 2012 while still maintaining especially strong coverage ratios. During the first quarter of 2012, total non-performing assets declined to $4.8 million or 0.72% of total loans as a result of successful ongoing resolution efforts. Criticized loans also dropped by $10 million or 20.4% during this same period.

.....NON-INTEREST INCOME..... Non-interest income for the first quarter of 2012 totaled $3.7 million and increased $569,000 or 18.3% from the first quarter 2011 performance. Factors contributing to this higher level of non-interest income in 2012 included:

• in the first quarter of 2011, the Company realized a $358,000 investment security loss on a portfolio repositioning strategy where we sold $17 million of lower yielding, longer duration securities in the portfolio and replaced them with higher yielding securities with a shorter duration. There were no investment security gains or losses in the first quarter of 2012.

• a $136,000 or 7.8% increase in trust and investment advisory fees as our wealth management and fiduciary businesses benefited from the implementation of new fee schedules and improved asset values in 2012.

• while net gains on loans held for sale only increased by $14,000 between periods, the overall gain of $276,000 generated on residential mortgage loan sold into the secondary market in the first quarter of 2012 represented a strong quarter by historical standards.

.....NON-INTEREST EXPENSE..... Non-interest expense for the first quarter of 2012 totaled $10.1 million and increased by $195,000 or 2.0% from the prior year's first quarter. Factors contributing to the higher non-interest expense in 2012 included:

• a $486,000 increase in salaries and employee benefits expense due to higher salaries expense, incentive compensation and pension expense in the first quarter of 2012. The 2012 personnel expenses also reflect the staffing costs associated with new loan production offices in Altoona and Harrisburg, PA, for the full quarter and Hagerstown, Maryland for part of the quarter.

• a $333,000 decrease in FDIC expense due to a change in the calculation methodology which took effect in the second half of 2011 and the Company's improved risk profile which is evidenced by better asset quality and increased profitability.

• a $105,000 increase in other expense due to an increase in the reserve for unfunded loan commitments as a result of increased commercial loan origination activity in the first quarter of 2012.

.....INCOME TAX EXPENSE..... The Company recorded an income tax expense of $678,000 or an effective tax rate of approximately 30.2% in the first quarter of 2012. This compares to an income tax expense of $489,000 or an effective tax rate of approximately 27.9% recorded in the first three

…..SEGMENT RESULTS….. Retail banking's net income contribution was $841,000 in the first quarter of 2012 compared to $187,000 for the same comparable period of 2011. The improved performance in 2012 is due to increased non-interest revenue, reduced non-interest expense, and stable net interest margin performance. The improved non-interest revenue reflects a strong quarter of mortgage banking related revenues and increased overdraft fees and deposit service charges. The decline in non-interest expense was due to a $333,000 decrease in FDIC deposit insurance expense.

The commercial banking segment reported net income contributions of $1.3 million in the first quarter of 2012 compared to $1.6 million for the first quarter of 2011. The decrease in earnings between periods was largely due to higher personnel expense and the costs associated with opening three new loan production offices. This segment continued to benefit the most from the sustained improvement in asset quality and the credit provision for loan losses.

The trust segment's net income contribution in the first quarter amounted to $252,000 for the first three months of 2012 compared to $183,000 for the same 2011 period. The increase in net income reflected higher revenue as our wealth management businesses benefitted from the implementation of new fee schedules and increased asset values in the first quarter of 2012.

The investment/parent segment reported a net loss of $774,000 in the first quarter of 2012 compared to the net loss of $665,000 for the first quarter of 2011. Declining yields in the investment securities portfolio and the flatter yield curve have negatively impacted this segment.

.....BALANCE SHEET..... The Company's total consolidated assets were $967 million at March 31, 2012, which was down by $11.7 million or 1.2% from the $979 million level at December 31, 2011. Cash and cash equivalents decreased by $8.8 million as funds from a buildup in demand deposits have predominantly been used to repay debt. Investment security balances decreased by $5 million reflecting the Company's intention to generate liquidity to grow the loan portfolio. The Company's loans and loans held for sale remained stable at $671 million despite portfolio run-off since year-end predominantly in the commercial real estate loan category.

The Company's deposits totaled $820 million at March 31, 2012, which was $3.7 million or 0.5% higher than December 31, 2011, due to an increase in both demand deposits and money market account balances. As a result of this deposit growth and lower cash balances, we were able to reduce total FHLB borrowings by $15.4 million during the first three months of 2012 and these borrowings now represent less than 1% of total assets. The Company's total shareholders' equity was relatively unchanged since year-end 2011 as we utilized our net income to repurchase common stock and make preferred stock dividend payments. The Company continues to be considered well capitalized for regulatory purposes with a risk based capital ratio of 17.22%, and an asset leverage ratio of 11.83% at March 31, 2012. The Company's book value per common share was $4.46, its tangible book value per common share was $3.84, and its tangible common equity to tangible assets ratio was 8.24% at March 31, 2012.

                                                March 31,          December 31,          March 31,
                                                  2012                 2011                2011

Total accruing loan delinquency (past due
30 to 89 days)                                 $     2,490        $        3,319        $     2,279
Total non-accrual loans                              4,510                 5,075              7,412
Total non-performing assets including TDR*           4,801                 5,199              9,329
Loan delinquency, as a percentage of total
loans and loans held for sale, net of
unearned income                                       0.37 %                0.49 %             0.35 %
Non-accrual loans, as a percentage of
total loans and loans held for sale, net
of unearned income                                    0.67                  0.76               1.15
Non-performing assets, as a percentage of
total loans and loans held for sale, net
of unearned income, and other real estate
owned                                                 0.72                  0.77               1.45
Non-performing assets as a percentage of
total assets                                          0.51                  0.53               1.11
As a percent of average loans and loans
held for sale, net of unearned income:
Annualized net charge-offs                            0.13                  0.24               0.70
Annualized provision (credit) for loan
losses                                               (0.38 )               (0.54 )            (0.37 )
Total classified loans (loans rated
substandard or doubtful)                       $    19,664        $       18,542        $    31,006

* Non-performing assets are comprised of (i) loans that are on a non-accrual basis, (ii) loans that are contractually past due 90 days or more as to interest and principal payments, (iii) performing loans classified as a troubled debt restructuring and (iv) other real estate owned.

As a result of successful ongoing problem credit resolution efforts, the Company sustained meaningful asset quality improvements in the first quarter of 2012. These improvements are evidenced by reduced levels of non-performing assets, classified loans and low loan delinquency levels that continue to be well below 1% of total loans. We continue to closely monitor the loan portfolio given the uncertainty in the economy and the number of relatively large-sized commercial and commercial real estate loans within the portfolio. As of March 31, 2012, the 25 largest credits represented 28% of total loans outstanding.

.....ALLOWANCE FOR LOAN LOSSES..... The following table sets forth the allowance for loan losses and certain ratios for the periods ended (in thousands, except percentages):

. . .