EXHIBIT 99.2



                          INDEPENDENT AUDITORS' REPORT



The Board of Directors and Shareholders of
   Central Fidelity Banks, Inc.:



We have audited the consolidated statements of income, cash flows and changes in
shareholders' equity of Central Fidelity Banks, Inc. and subsidiaries (the
"Company") for the year ended December 31, 1996 (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 results of operations and the cash flows
of Central Fidelity Banks, Inc. and subsidiaries for the year ended December 31,
1996 in conformity with generally accepted accounting principles.


                                                                       KPMG LLP



Richmond, Virginia
January 15, 1997