EXHIBIT 99 -   REPORT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS



 BOARD OF DIRECTORS AND SHAREHOLDERS
 TOMPKINS COUNTY TRUST COMPANY
 ITHACA, NEW YORK


 We have audited the accompanying statements of income, changes in shareholders'
 equity, and cash flows of Tompkins County Trust Company (Trust Company) for the
 year ended December 31, 1994.  These financial statements are the
 responsibility of the Trust Company'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 financial statements referred to above present fairly, in
 all material respects, the results of operations and cash flows of the Trust
 Company for the year ended December 31, 1994, in conformity with generally
 accepted accounting principles.

 In  1993, the Trust Company changed its method of accounting for securities and
 other postretirement benefits.



 /S/  Ernst & Young LLP

 Syracuse, New York
 January 13, 1995