EXHIBIT 23.3



     We hereby consent to the reference to our firm under the caption "Legal
Matters" in the joint proxy statement/prospectus included as a part of the
Registration Statement on Form S-4 and to the filing of the form of this opinion
as an exhibit to the Registration Statement and to the related summary of that
opinion which is included within the discussion under the caption "Tax
Consequences for Heritage Stockholders" in the joint proxy statement/prospectus.



                                    /S/ MALIZIA SPIDI & FISCH, PC
                                    -----------------------------
                                    MALIZIA SPIDI & FISCH, PC



April 21, 2000