Exhibit 24.4



                 Consent of Independent Auditors


     We consent to the incorporation by reference to the
Registration Statement (Form S-8) and related Prospectus
pertaining to the Fourth Financial Corporation 1993 Incentive
Stock Option Plan of our report dated February 19, 1993, with
respect to the consolidated financial statements of Commercial
Landmark Corporation included in the Annual Report on Form 10-K
of Fourth Financial Corporation for the year ended December 31,
1993.




                              /s/ Sartain Fischbein & Co.
May 25, 1994                  SARTAIN FISCHBEIN & CO.