EXHIBIT 23.4

              CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

     We have issued our report dated February 7, 1997, accompanying the
financial statements of Pinnacle Management & Trust Company contained in the
Registration Statement and Proxy Statement/Prospectus. We consent to the use of
the aforementioned report in the Registration Statement and Proxy
Statement/Prospectus, and to the use of our name as it appears under the caption
"Experts".

                                                         GRANT THORNTON LLP
   
Houston, Texas
November 19, 1998