REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS




To the Stockholders and
Board of Directors of
USBANCORP, Inc.:

We have reviewed the accompanying consolidated balance sheets of USBANCORP,
Inc. (a Pennsylvania corporation) and Subsidiaries as of March 31, 1994 and
1993, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the three-month period ended March 31,
1994 and 1993.  These financial statements are the responsibility of the
company's management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of interim
financial information consists principally of applying analytical procedures
to financial data and making inquiries of persons responsible for financial
and accounting matters.  It is substantially less in scope than an audit
conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole.  Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that
should be made to the financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted auditing
standards, the consolidated balance sheet of USBANCORP, Inc. as of
December 31, 1993, and, in our report dated January 28, 1994, we expressed an
unqualified opinion on that statement.  In our opinion, the information set
forth in the accompanying consolidated balance sheet as of December 31, 1993,
is fairly stated, in all material respects, in relation to the balance sheet
from which it has been derived.






                                          ARTHUR ANDERSEN & CO.

/s/Arthur Andersen & Co.
Pittsburgh, Pennsylvania,
  April 25, 1994