EXHIBIT 99.2
 
  
                        REPORT OF INDEPENDENT AUDITORS
 
The Board of Directors and Stockholders
Johnstown Savings Bank:
 
  We have audited the accompanying consolidated statements of financial
condition of Johnstown Savings Bank and subsidiaries as of December 31, 1993
and 1992 and the related consolidated statements of operations, stockholders'
equity, and cash flows for the years then ended. These consolidated financial
statements are the responsibility of Johnstown Savings Bank's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audits. The consolidated financial statements of
Johnstown Savings Bank and subsidiaries for the year ended December 31, 1991
were audited by other auditors whose report thereon, dated January 30, 1992,
expressed an unqualified opinion on those statements.
 
  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, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Johnstown
Savings Bank and subsidiaries as of December 31, 1993 and 1992 and the results
of their operations and their cash flows for the years then ended in conformity
with generally accepted accounting principles.
 
  As discussed in note 1 to the consolidated financial statements, Johnstown
Savings Bank changed its method of accounting for investment and mortgage-
backed securities in 1993 to adopt the provisions of the Financial Accounting
Standards Board's Statement of Financial Accounting Standards No. 115,
"Accounting for Certain Investments in Debt and Equity Securities." As
discussed in notes 1 and 7 to the consolidated financial statements, Johnstown
Savings Bank changed its method of accounting for income taxes in 1992 to adopt
provisions of the Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes."
 
                                                  /s/ KPMG Peat Marwick
 
                                                      KPMG Peat Marwick
 
January 28, 1994