Independent Auditors' Report


The Trustees and Administrator
Prime Bancorp, Inc. Retirement Savings Plan:


We have audited the accompanying statement of net assets available
for plan benefits of the Prime Bancorp, Inc. Retirement Savings Plan
as of December 31, 1997 and the related statement of changes in net
assets available for plan benefits for the year ended December 31, 1997.
These financial statements are the responsibility of the Plan'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 present
fairly, in all material respects, the net assets available for plan
benefits of the Plan as of December 31, 1997, and the changes in net
assets available for plan benefits for the year ended December 31,
1997, in conformity with generally accepted accounting principles.



/s/ KPMG LLP

Philadelphia, Pennsylvania
June 1, 1998