Consent of Independent Accountants

We consent to the  incorporation by reference in the Registration  Statements on
Form S-8 of Bay Area Bancshares, SEC File No. 33-78242 and SEC File No. 33-48203
of our report dated February 6, 1998, on our audit of the consolidated financial
statements  of Bay Area  Bancshares as of december 31, 1997 and 1996 and for the
years  then  ended,  appearing  in the  Annual  Report  on form 10-K of Bay Area
Bancshares for 1997.

/s/Coopers & Lybrand LLP
Coopers & Lybrand LLP
San Francisco, California
March 30, 1998