Exhibit 99.1

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                     Crowe Chizek

            REPORT OF INDEPENDENT AUDITORS



Board of Directors and Shareholders
AMBANC Corp.
Vincennes, Indiana

We have audited the consolidated balance sheet of AMBANC
Corp. as of December 31, 1994, and the related
consolidated statements of income, changes in
shareholders' equity and cash flows for the years ended
December 31, 1994 and 1993, prior to the subsequent
restatement for the 1995 pooling of interests.  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 audits.

The consolidated statements of income, changes in
shareholders' equity, and cash flows for the year ended
December 31, 1993 have been restated to reflect the
pooling of interests in 1994.  Separate financial
statements for the other companies included in the 1993
restated financial statements were audited and reported
on by other auditors, which statements reflect net income
of $862 for the year ended December 31, 1993.

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, based on our audits and the reports of
other auditors, the consolidated financial statements
referred to above present fairly, in all material
respects, the financial position of AMBANC Corp. as of
December 31, 1994, and the results of its operations and
its cash flows for the years ended December 31, 1994 and
1993, prior to the subsequent restatement for the 1995
pooling of interests, in conformity with generally
accepted accounting principles.
2
As disclosed in the Notes to the consolidated financial
statements, in 1993 the Corporation changed its method of
accounting for income taxes, postretirement benefits and
certain securities.


                              /s/ Crowe, Chizek and
                              Company LLP

                              Crowe, Chizek and Company
                              LLP

Indianapolis, Indiana
January 27, 1995