EXHIBIT 23.2

                       CONSENT OF PRICE WATERHOUSE LLP

   

                                       
                                 EXHIBIT 23.2

                       CONSENT OF PRICE WATERHOUSE LLP




We hereby consent to the incorporation by reference in the Reoffer Prospectus 
constituting part of this Registration Statement on Form S-8 of our report 
dated February 19, 1997 included in North County Bancorp's Form 10-KSB for 
the year ended December 31, 1996. We also consent to the references to us 
under the Heading "Experts" in such Reoffer Prospectus.


/s/ Price Waterhouse LLP
   ---------------------
    Price Waterhouse LLP
    July 31, 1997