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                                                                            99.5



                          INDEPENDENT AUDITORS' REPORT



To the Board of Directors and Stockholders of
 Orange Savings Bank:

We have audited the consolidated statements of operations, stockholders'
equity, and cash flows of Orange Savings Bank and subsidiary for the year ended
December 31, 1994 (not presented seperately herein). 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 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, such consolidated financial statements present fairly, in all
material respects, the results of operations and their cash flows of Orange
Savings Bank and subsidiary for the year ended in conformity with generally 
accepted accounting principles.


                                        /s/ Deloitte & Touche LLP

January 27, 1995
Boston, Massachusetts