Exhibit 99.1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
Union Bankshares Company

We have audited the accompanying consolidated balance sheets of
Union Bankshares Company and Subsidiary as of December 31, 1998
and 1997, and the related consolidated statements of income,
changes in shareholders' equity and cash flows for each of the
three years in the period  ended December 31, 1998.  These
financial statements are the responsibility of the Company'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
represent fairly, in all material respects, the consolidated
financial position of Union Bankshares Company and Subsidiary as
of December 31, 1998 and 1997, and the consolidated results of
their operations and their consolidated cash flows for each of
the three years in the period ended December 31, 1998, in
conformity with generally accepted accounting principles.

BERRY, DUNN, MCNEIL & PARKER

Portland, Maine
January 22, 1999