EXHIBIT 99.2
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                   CONSENT OF DIRECTOR PURSUANT TO RULE 438

                         OF THE SECURITIES ACT OF 1933



          I hereby consent to serve as a Director of Headlands Mortgage Company,
a California corporation (the "Company"), upon completion of its initial public
offering of Common Stock.  I further consent to being named as a future director
of the Company in an Amendment to the Company's Registration Statement on Form
S-1 filed with the Securities and Exchange Commission on October 20, 1997
(Registration No. 333-38267).


Dated:  November 26, 1997

                                    /s/ Leonard Auerbach
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                                    Leonard Auerbach