Exhibit 23.4

                                                                 Sandler O'Neill

                  CONSENT OF SANDLER O'NEILL & PARTNERS, L.P.

      We hereby  consent to the inclusion of our opinion  letter to the Board of
Directors of North East  Insurance  Company (the  "Company")  as an annex to the
Proxy  Statement/Prospectus  relating to the proposed merger of the Company with
Motor Club of America  contained  in the  Registration  Statement on Form S-4 as
filed with the Securities and Exchange Commission on the date hereof, and to the
references to our firm and such opinion in such Proxy  Statement/Prospectus.  In
giving such consent, we do not admit that we come within the category of persons
whose  consent is required  under  Section 7 of the  Securities  Act of 1933, as
amended (the "Act"), or the rules and regulations of the Securities and Exchange
Commission  thereunder (the "Regulations"),  nor do we admit that we are experts
with respect to any part of such  Registration  Statement  within the meaning of
the term "experts" as used in the Act or the Regulations.

                                            /s/ Sandler O'Neill & Partners, L.P.
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June 3, 1999