COOK ASSOCIATES, LLP
                         CERTIFIED PUBLIC ACCOUNTANTS
                     MEMBERS: DIVISION FOR CPA FIRMS AICPA
                           AND THE VIRGINIA SOCIETY
                        OF CERTIFIED PUBLIC ACCOUNTANTS

                              ORIGINATING OFFICE
                                 P.O. BOX 580
                              RICHLANDS, VIRGINIA


                         INDEPENDENT AUDITOR'S REPORT


To the Board of Directors

 Bank of Tazewell County

   Tazewell, Virginia

     We  have  audited the  accompanying balance  sheets  of Bank  of Tazewell
County as of December 31, 1995 and 1994, and the related statements of income,
changes in  stockholders' equity,  and cash  flows for  the years then  ended.
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 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 audit provides a reasonable basis
for our opinion.

     In  our  opinion,  the financial  statements  referred  to above  present
fairly, in all material respects, the  financial position of Bank of  Tazewell
County as of December 31, 1995 and 1994, and the results of its operations and
its cash flows for the years then ended in conformity  with generally accepted
accounting principles.

     As discussed  in Note  1  and 11  to the  financial  statements, Bank  of
Tazewell County  adopted the provisions  of Statement of  Financial Accounting
Standards No.'s  114 and  118, "Accounting  by Creditors  for Impairment  of a
Loan," as of January 1, 1995.

                              Cook Associates, LLP
February 27, 1996