EXHIBIT 23.2
 
                         INDEPENDENT AUDITORS' CONSENT
 
The Board of Directors
Headlands Mortgage Company:
 
  We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the prospectus. Our report refers to a
change to the Company's method of accounting for originated mortgage servicing
rights in 1995.
 
(signed) KPMG Peat Marwick LLP
 
San Francisco, Ca.
October 20, 1997