Exhibit 99

REPORT OF INDEPENDENT AUDITORS



THE BOARD OF DIRECTORS
FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF WARREN

We have audited the accompanying statements of financial condition of First
Federal Savings and Loan Association of Warren as of June 30, 1997 and 1996 and
the related statements of income, retained earnings and cash flows, for the
years then ended.  These financial statements are the responsibility of the
Association's management.  Our responsibility is to express an opinion on these
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 financial statements referred to above present fairly, in
all material respects, the financial position of First Federal Savings and Loan
Association of Warren as of June 30, 1997 and 1996, and the results of its
operations and cash flows for the years then ended, in conformity with generally
accepted accounting principles.



Warren, Ohio
September 9, 1997                        Packer, Thomas & Co.