EXHIBIT 23.3



                      CONSENT OF INDEPENDENT AUDITORS



To First Evergreen Corporation:

As independent public accountants, we hereby consent to the incorporation
by reference in this Amendment No. 1 to the Registration Statement of our
report dated January 24, 1996 included in First Evergreen's Annual Report
on Form 10-K for the year ended December 31, 1995 and to all references to
our Firm included in this Registration Statement.


                              /s/ Arthur Andersen LLP



Chicago, Illinois
    July 9, 1998