EXHIBIT 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
 
The Board of Directors
Headlands Mortgage Company:
   
  We consent to the use of our report dated March 21, 1997, except as to Note
21, which is as of December 10, 1997, included herein and to the reference to
our firm under the heading "Experts" in the prospectus. Our report refers to a
change to the Company's method of accounting for originated mortgage servicing
rights in 1995.     
 
                                                 (signed) KPMG Peat Marwick LLP
   
San Francisco, California     
   
December 10, 1997