EHHIBIT 99                      


                  INDEPENDENT AUDITORS' REPORT
                  ----------------------------


The Board of Directors and Stockholders
Juniata Valley Financial Corp. and Subsidiary
Mifflintown, Pennsylvania


     We have audited the accompanying consolidated statement of
income of Juniata Valley Financial Corp. and Subsidiary for the
year ended December 31, 1993, before it was restated, and the
related consolidated statements of stockholders' equity and cash
flows for the year ended December 31, 1993, before they were
restated. These financial statements are the responsibility of
the Corporation's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

     We conducted our audit 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
audit provides a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above,
prior to restatement, present fairly, in all material respects,
the consolidated results of operations, stockholders' equity and
cash flows of Juniata Valley Financial Corp. and Subsidiary for 
the year ended December 31, 1993, in conformity with generally
accepted accounting principles.


                                    STOCKTON BATES & COMPANY

Lancaster, Pennsylvania
January 31, 1994