

REPORT OF INDEPENDENT AUDITORS

Board of Directors and Stockholders
Peoples Bank of Unity


We have audited the accompanying balance sheet of Peoples Bank
of Unity as of December 31, 1996 and 1995, and the related statements
of income, changes in stockholders' equity, and cash flows for each
of the three years in the period ended December 31, 1996.  These 
financial statements are the responsibility of the Bank's management.
Our responsibility 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 financial position of Peoples Bank of Unity
as of December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended 
December 31, 1996, in conformity with generally accepted accounting 
principles.

As explained in the notes to the financial statements, effective
January 1, 1995, the Bank changed its method of accounting for the
impairment of loans and related allowance for loan losses, and
effective January 1, 1994, changed its method of accounting for
investment securities.


/s/ S.R. Snodgrass, A. C.


Wexford, Pennsylvania
February 10, 1997

