CROWE CHIZEK

           REPORT OF INDEPENDENT AUDITORS


Board of Directors and Shareholders
AMBANC Corp.
Vincennes, Indiana

We have audited the consolidated statements of income,
changes in shareholders' equity and cash flows of AMBANC
Corp. for the year ended December 31, 1994, 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 audit. 

We conducted our audit 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 audit provides a reasonable basis for
our opinion. 

In our opinion, the consolidated financial statements
referred to above present fairly, in all material
respects, the results of operations and cash flows of
AMBANC Corp. for the year ended December 31, 1994, prior
to the subsequent restatement for the 1995 pooling of
interest, in conformity with generally accepted
accounting principles.  


                     /s/ Crowe, Chizek and Company, LLP
                     Crowe, Chizek and Company LLP

Indianapolis, Indiana
January 27, 1995