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                                                                  EXHIBIT 99.2

                    REPORT OF INDEPENDENT AUDITORS


Board of Directors and Shareholders
First Fidelity Bancorp, Inc.

We have audited the accompanying consolidated statement of condition of
First Fidelity Bancorp, Inc. and subsidiaries as of December 31, 1993,
and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for each of the two years in the
period ended December 31, 1993.  These financial statements are the
responsibility of the Corporation's management.  Our responsibilty is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are
free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating
the overall financial statement presentation.  We believe that our audits
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
First Fidelity Bancorp, Inc. and subsidiaries at December 31, 1993,
and the consolidated results of their operations and their cash
flows for each of the two years in the period ended December 31, 1993
in conformity with generally accepted accounting principles.


/s/ Ernst & Young

Ernst & Young

February 16, 1994

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