Exhibit 99.3


                          INDEPENDENT AUDITOR'S REPORT




To the Board of Directors
Glen Rock State Bank
Glen Rock, Pennsylvania


     We have audited the  statements  of income,  stockholders'  equity and cash
flows of Glen Rock  State  Bank for the year  ended  December  31,  2000.  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 audit.


     We conducted our audit in  accordance  with  auditing  standards  generally
accepted in the United States of America.  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  audit  provides  a
reasonable basis for our opinion.


     In our opinion,  the financial statements referred to above present fairly,
in all material respects,  the results of operations and cash flows of Glen Rock
State Bank for the year ended December 31, 2000, in conformity  with  accounting
principles generally accepted in the United States of America.



                                                    /s/ BEARD MILLER COMPANY LLP





Reading, Pennsylvania
February 2, 2001