EXHIBIT 8.3





                             [FINPRO LETTERHEAD]

June 20, 1997


Board of Directors
Landmark Community Bank
26 Church Street
Canajoharie, New York 13317-1117


Dear Board Members:

All capitalized terms not otherwise defined in this letter have the meanings 
given such terms in the Plan of Conversion and Agreement and Plan of 
Reorganization (the "Plan") adopted by the Board of Directors of Landmark 
Community Bank (the "Bank"), whereby the Bank and a newly formed Delaware-
chartered holding company, Landmark Financial Corp. (the "Company") will 
reorganize into the stock holding company structure form of organization, and 
issue shares of Common Stock of the Company in a Subscription and Community 
Offering.

We understand that in accordance with the Plan, Subscription Rights to 
purchase shares of the Company's Common Stock are to be issued to (i) 
Eligible Account Holders; (ii) the ESOP; (iii) Supplemental Eligible Account 
Holders; (iv) Other Members and; (v) Directors, Officers and Employees, 
collectively referred to as the "Recipients".  Based solely on our 
observation that the Subscription Rights will be available to such Recipients 
without cost, will be legally non-transferable and of short duration, and 
will afford the Recipients the right only to purchase shares of Common Stock 
at the same price as will be paid by members of the general public in the 
Direct Community Offering, but without undertaking any independent 
investigation of state or federal law or the position of the Internal Revenue 
Service with respect to this issue, we are of the belief that:

      (1) the Subscription Rights will have no ascertainable market value; and

      (2) the price at which the Subscription Rights are excercisable will not
          be more or less than the pro forma market value of the shares
          upon issuance.

Changes in the local and national economy, the legislative and regulatory 
environment, the stock market, interest rates, and other external forces 
(such as natural disasters or significant world events) may occur from time 
to time, often with great unpredictability and may materially impact the 
value of thrift stocks as a whole or the Bank's value alone.  Accordingly, no 
assurance can be given that persons who subscribe to shares of Common Stock 
in the offering will thereafter be able to buy or sell such shares at the 
same price paid in the Subscription Offering.

                                       Very Truly Yours,
                                       FinPro, Inc.


                                       /s/ Donald J. Musso
                                       Donald J. Musso
                                       President