INDEPENDENT ACCOUNTANT'S REPORT






Board of Directors
Nittany Financial Corp.

We  have  reviewed  the  accompanying  consolidated  balance  sheet  of  Nittany
Financial  Corp.  and  subsidiaries  as of  March  31,  2002,  and  the  related
consolidated  statements  of income for the three month  period  ended March 31,
2002 and 2001,  the  consolidated  statement  of cash flows for the three  month
period ended March 31, 2002 and 2001, and the consolidated  statement of changes
in  stockholders'  equity for the three month period ended March 31, 2002. These
financial statements are the responsibility of the Company's management.

We conducted our review in accordance with standards established by the American
Institute  of  Certified  Public  Accountants.  A review  of  interim  financial
information  consists  principally  of applying  analytical  and  procedures  to
financial  data and making  inquiries of persons  responsible  for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with generally accepted auditing standards, the objective of which is
the  expression  of an opinion  regarding the  financial  statements  taken as a
whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material  modifications that should
be made to the  accompanying  financial  statements for them to be in conformity
with generally accepted accounting principles.

We have  previously  audited,  in accordance  with generally  accepted  auditing
standards,  the  consolidated  balance  sheet as of December 31,  2001,  and the
related consolidated  statements of income,  changes in stockholders' equity and
cash  flows for the year then ended (not  presented  herein);  and in our report
dated February 8, 2002 we expressed an unqualified opinion on those consolidated
financial statements


/s/ S.R. Snodgrass, A.C.

Wexford, PA
May 10, 2002