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                                                                            99.3



                          INDEPENDENT AUDITOR'S REPORT




The Stockholders and Board of Directors
Community Bankshares, Inc.:

We have audited the accompanying consolidated balance sheets of Community
Bankshares, Inc. and subsidiaries as of December 31, 1996 and 1995 and June 30,
1995, and the related consolidated statements of income, changes in
stockholders' equity and cash flows for the year ended December 31, 1996, the
six months ended December 31, 1995 and for each of the years in the two-year
period ended June 30, 1995. These consolidated financial statements are the
responsibility of Community's management. Our responsibility is to express an
opinion on these consolidated 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 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 Community
Bankshares, Inc. and subsidiaries at December 31, 1996, and 1995 and June 30,
1995, and the results of their operations and their cash flows for the year
ended December 31, 1996, the six months ended December 31, 1995 and each of the
years in the two-year period ended June 30, 1995, in conformity with generally
accepted accounting principles.



                                        /s/ KPMG Peat Marwick LLP



Boston, Massachusetts
January 22, 1997