EXHIBIT 99.2



INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders
C&F Financial Corporation

We have audited the  accompanying  consolidated  balance sheets of C&F Financial
Corporation  and  subsidiary  as of December 31, 1996 and 1995,  and the related
consolidated  statements of income,  changes in shareholders'  equity,  and cash
flows  for  the  years  then  ended.   These   financial   statements   are  the
responsibility of the Corporation's management. Our responsibility is to express
an opinion on these financial statements based on our audit.

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,  such consolidated  financial  statements present fairly, in all
material  respects,  the  financial  position of C&F Financial  Corporation  and
subsidiary as of December 31, 1996 and 1995, the results of their operations and
their cash flows for the years then ended, in conformity with generally accepted
accounting principles.


/s/ DELOITTE & TOUCHE LLP

Richmond, Virginia
January 17, 1997