EXHIBIT 99 
 
 
 
                        INDEPENDENT AUDITORS' REPORT 
 
 
Board of Directors
FFY Financial Corp.
Youngstown, Ohio

      We have audited the accompanying consolidated statements of financial 
condition of FFY Financial Corp. and subsidiary as of June 30, 1995 and the 
related consolidated statements of income, changes in stockholders' equity 
and cash flows for each of the two years in the period ended June 30, 1995. 
These consolidated financial statements are the responsibility of the 
company's management. Our responsibility is to express an opinion on these 
consolidated 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 audits 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 consolidated financial statements referred to 
above present fairly, in all material respects, the consolidated financial 
position of FFY Financial Corp. and subsidiary as of June 30, 1995 and the 
consolidated results of their operations and their consolidated cash flows 
for each of the two years in the period ended June 30, 1995 in conformity 
with generally accepted accounting principles.

     As discussed in Notes 1c and 12b to the consolidated financial 
statements, the company changed its method of accounting for securities and 
their Employee Stock Ownership Plan effective July 1, 1994. As discussed in 
Note 10 to the consolidated financial statements, the company changed its 
method of accounting for income taxes effective July 1, 1993.


                                       /s/ HILL, BARTH & KING, INC.
                                           Hill, Barth & King, Inc.


Youngstown, Ohio
August 4, 1995