EXHIBIT 99.1
 
                         REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors 
Johnstown Savings Bank, FSB
 
  We have audited the accompanying consolidated statements of financial
condition of Johnstown Savings Bank, FSB at December 31, 1991 and 1990, and the
related consolidated statements of operations, stockholders' equity and cash
flows for each of the three years in the period ended December 31, 1991. These
financial statements are the responsibility of the Bank's management. Our
responsibility is to express an opinion on these 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 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 our audits provide a reasonable basis for
our opinion.
 
  In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial condition of Johnstown
Savings Bank, FSB at December 31, 1991 and 1990, and the consolidated results
of its operation and its cash flows for each of the three years in the period
ended December 31, 1991 in conformity with generally accepted accounting
principles.
 
                                                      /s/ ERNST & YOUNG
                                                    
                                                          ERNST & YOUNG
 
Pittsburgh, Pennsylvania 
January 30, 1992