Consent of Independent Auditors

The Board of Directors
Prime Bancorp, Inc.

We consent to incorporation by reference in the Registration
Statements (Nos. 333-57637 and 33-33307) on Form  S-8 of Prime
Bancorp, Inc. of our report dated June 1, 1998, relating to the
statement of net assets available for plan benefits of Prime
Bancorp, Inc. Retirement Savings Plan as of December 31, 1997
and the related statement of changes in net assets available
for plan benefits for the year then ended, which report appears
in the December 31, 1997 Annual Report on Form 11-K of Prime
Bancorp, Inc.

/s/ KMPG LLP

Philadelphia, Pennsylvania
June 25, 1999