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                                                             EXHIBIT 99.1



                 Harman, Thompson, Mallory and Ice, A.C.
                       Certified Public Accountants


Independent Auditors' Report


Board of Directors
Commercial BancShares, Inc.
Parkersburg, West Virginia

     We have audited the accompanying consolidated balance sheets of
Commerical BancShares, Inc. and Subsidiaries as of December 31, 1997 and
1996, and the related consolidated statements of income, changes in
shareholders' equity, and cash flows for the years ended December 31, 1997,
1996 and 1995.  These consolidated financial statements are the responsibility
of management.  Our responsibility is to express an opinion on these
consolidated 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 consolidated financial statements
are free of material misstatement.  An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the consolidated
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, based on our audits, the consolidated financial
statements referred to above present fairly, in all material respects, the
financial position of Commercial BancShares, Inc. and Subsidiaries as of
December 31, 1997 and 1996, and the results of its operations and its cash
flows for the years ended December 31, 1997, 1996 and 1995 in conformity
with generally accepted accounting principles.



                                   /s/Harman, Thompson, Mallory and Ice, A.C.

Parkersburg, West Virginia
March 6, 1998


              Towne Square, Parkersburg, West Virginia  26102