Exhibit 23.2






               Consent of Independent Accountants


We hereby consent to incorporation by reference in this
Registration Statement on Form S-8 of USBANCORP, Inc. of our
report dated February 12, 1992 appearing on page 34 of USBANCORP,
Inc.'s Annual Report and Form 10-K for the year ended December
31, 1993.




/s/ Price Waterhouse LLP


Price Waterhouse LLP
October 4, 1994