EXHIBIT 23.2


                         Consent of Independent Auditors



The Board of Directors
1ST BANCORP
Vincennes, Indiana


We consent to the use of our report  dated July 23,  1998  except as to note 17,
which is as of August 6, 1998,  with respect to the  consolidated  statements of
financial  condition  of 1ST  BANCORP and  subsidiaries  as of June 30, 1998 and
1997, and the related consolidated statements of earnings,  stockholders' equity
and cash  flows for each of the years in the three  year  period  ended June 30,
1998,  incorporated herein by reference. We also consent to the reference to our
firm under the heading "Experts" in the prospectus.

                                                 /s/ KPMG Peat Marwick LLP
                                                 KPMG Peat Marwick LLP


October 13, 1998
Indianapolis, Indiana