EXHIBIT 28(a)


                     MILLER, MAYER, SULLIVAN & STEVENS LLP
                         CERTIFIED PUBLIC ACCOUNTANTS
                      "INNOVATORS OF SOLUTION TECHNOLOGY"/SM/



                         INDEPENDENT AUDITORS' REPORT


Board of Directors
Pioneer Financial Corporation
Winchester, Kentucky


We have audited the accompanying consolidated balance sheets of Pioneer 
Financial Corporation and Subsidiary as of September 30, 1997 and 1996 and the 
related consolidated statements of income, stockholders' equity, and cash flows 
for each of the years in the three year period ended September 30, 1997. These 
consolidated financial statements are the responsibility of the management of 
Pioneer Financial Corporation (Company). 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 consolidated 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 Pioneer Financial 
Corporation and Subsidiary as of September 30, 1997 and 1996, and the results of
their operations and their cash flows for each of the years in the three year 
period ended September 30, 1997 in conformity with generally accepted accounting
principles.


/s/ Miller, Mayer, Sullivan, & Stevens, LLP

MILLER, MAYER, SULLIVAN, & STEVENS, LLP

Lexington, Kentucky
October 31, 1997