EXHIBIT 99.1




                          INDEPENDENT AUDITORS' REPORT



Shareholder of Central Fidelity National Bank
   and subsidiaries:



We have audited the consolidated balance sheet of Central Fidelity National Bank
and subsidiaries (the "Company") as of December 31, 1997, and the related
consolidated statements of income, cash flows and changes in shareholder's
equity for the year then ended (not presented separately herein). These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
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, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Central Fidelity
National Bank and subsidiaries as of December 31, 1997, and the results of their
operations and their cash flows for the year then ended in conformity with
generally accepted accounting principles.


                                                                      KPMG LLP


Richmond, Virginia
January 20, 1998