EXHIBIT 99
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                         INDEPENDENT AUDITORS' REPORT
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KPMG Peat Marwick LLP
Certified Public Accountants
99 High Street
Boston, MA 02110

To the Board of Directors and Stockholders of BayBanks, Inc.:

We have audited the accompanying consolidated balance sheets of BayBanks, Inc.,
and subsidiaries as of December 31, 1995 and 1994, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for each
of the years in the three-year period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company'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 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 financial position of BayBanks, Inc., and
subsidiaries at December 31, 1995 and 1994, and the results of their operations
and their cash flows for each of the years in the three-year period ended
December 31, 1995, in conformity with generally accepted accounting principles.


/s/ KPMG PEAT MARWICK LLP

January 18, 1996