EXHIBIT 23.2
                                                                                
                         INDEPENDENT AUDITORS' CONSENT



  We consent to the incorporation by reference in this Registration Statement of
Headlands Mortgage Company on Form S-8 of our report dated December 19, 1997
appearing in the Prospectus of Headlands Mortgage Company dated February 4, 1998
and filed pursuant to Rule 424(b) on February 5, 1998.  Our report refers to a
change in the Company's method of accounting for originated mortgage servicing
rights in 1995 and its method of accounting for transfers and servicing of
financial assets in 1997.



KPMG Peat Marwick LLP
San Francisco, California


March 18, 1998