Exhibit 99.1

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Shareholders Union Bankshares Company

We have audited the accompanying consolidated balance sheets of
Union Bankshares Company and Subsidiary as of December 31, 1997
and 1996, and the related consolidated statements of income,
changes in shareholders' equity and cash flows for each of the
three years in the period  ended December 31, 1997.  These
financial statements are the responsibility of the Company'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
represent fairly, in all material respects, the consolidated
financial position of Union Bankshares Company and Subsidiary as
of December 31, 1997 and 1996, and the consolidated results of
their operations and their consolidated cash flows for each of
the three years in the period ended December 31, 1997, in
conformity with generally accepted accounting principles.

BERRY, DUNN, MCNEIL & PARKER

Portland, Maine
January 23, 1998


EXHIBIT 99.2

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders Union Bankshares Company

We have audited the accompanying consolidated statements of
income, changes in shareholders' equity and cash flow of Union
Bankshares Company and Subsidiary for the year ended December 31,
1994.  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 cash flow of Union Bankshares Company and
Subsidiary for the year ended  December 31, 1994,  in conformity
with generally accepted accounting principles.

As discussed in note 1, the Company changed its method of
accounting for investments to adopt the provisions of the
Financial Accounting Standards Board's Statement of Financial
Accounting Standards (SFAS) No. 115, Accounting for Certain
Investments in Debt and Equity Securities at January 1, 1994.

Baker Newman & Noyes
Limited Liability Company

January 20, 1995