Coopers & Lybrand L.L.P.  a professional services firm


CONSENT OF INDEPENDENT ACCOUNTANTS

We  consent to the  incorporation  by  reference  in this Form S-8 of our report
dated February 8, 1997, on our audit of the consolidated financial statements of
Bay Area  Bancshares  as of  December  31,  1996 and for the  year  then  ended,
appearing in the Annual Report on Form 10-K of Bay Area Bancshares for 1996.

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

San Francisco, California
March 13, 1998


Coopers & Lybrand L.L.P. is a member of Coopers & Lybrand International, a Swiss
limited liability association