1
                                                                      EXHIBIT 13




                          INDEPENDENT AUDITORS' REPORT



The Shareholders and Board of Directors
First Bancorporation of Ohio:


We have audited the accompanying consolidated statement of income,
changes in shareholders' equity and cash flows of First
Bancorporation of Ohio and subsidiaries for the year ended
December 31, 1991.  These consolidated financial statements are the
responsibility of the Corporation's management.  Our responsibility
is to express an opinion on these consolidated financial statements
based on our audits.

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 consolidated financial statements referred to
above present fairly, in all material respects, the results of
operations and cash flows of First Bancorporation of Ohio and
subsidiaries for the year ended December 31, 1991, in conformity
with generally accepted accounting principles.



/s/ KPMG Peat Marwick

Akron, Ohio
January 19, 1992, except as to Note 16
which is as of February 13, 1992