Exhibit 99.1

                  INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Stockholders
Lakeland First Financial Group, Inc.

We have audited the accompanying consolidated balance sheets of
Lakeland First Financial Group, Inc. (the "Corporation") and
Subsidiaries as of June 30, 1993 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 June 30, 1994.  These consolidated financial statements are
the responsibility of the Corporation'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 audit to obtain reasonable assurance about whether
the consolidated 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 Lakeland First Financial Group, Inc. and Subsidiaries
as of June 30, 1993 and 1994, and the results of their operations
and their cash flows for each of the years in the three-year
period ended June 30, 1994, in conformity with generally accepted
accounting principles.

As discussed in Note 1 to consolidated financial statements, the
Corporation changed its method of accounting for income taxes
during the year ended June 30, 1993.

                                          STEPHEN P. RADICS & CO.

July 22, 1994
Haledon, New Jersey