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 and its method of accounting for transfers and servicing of
financial assets in 1997.     
 
                                                  (signed) KPMG Peat Marwick LLP
 
San Francisco, California
   
January 7, 1998