Exhibit 24.5


                 CONSENT OF INDEPENDENT AUDITORS


     We consent to the incorporation by reference in the
Registration Statement (From S-8) and related Prospectus
pertaining to the Fourth Financial Corporation 1993 Incentive
Stock Option Plan of our reports dated September 16, 1993, with
respect to the consolidated financial statements of Ponca
Bancshares, Inc. and Subsidiary and Security Bank & Trust Company
of Ponca City, Oklahoma and Subsidiaries as of December 31, 1992
and for the periods then ended included in Fourth Financial
Corporation's Annual Report on Form 10-K for the year ended
December 31, 1993.




/s/ GRA, Thompson, White & Co., P.A.
GRA, Thompson, White & Co., P.A.
Merriam, Kansas
May 24, 1994