We consent to the incorporation by reference in the Regisration Statement Number
33-78942 on Form S-8 dated April 26, 1994  pertaining to the Bay Area Bancshares
1993 Stock  OptionPlan of our report dated February 8, 1997, with respect to the
consolidated  financial statements of Bay Area Bancshares included in its Annual
Report on Form 10-K for the year ended December 31, 1996.

/s/Coopers & Lybrand L.L.P.

San Francisco, California
March 28, 1997