EXHIBIT 23.3

                        Consent of Independent Auditors





                      CONSENT OF INDEPENDENT ACCOUNTANTS

      We  hereby  consent  to  incorporation  by  reference  in this  Prospectus
constituting  part of this  Registration  Statement  on Form S-3  related to the
Virginia Beach Federal Financial  Corporation Dividend  Reinvestment Plan of our
report dated February 7, 1995 on the consolidated  financial  statements for the
year ended December 31, 1994 and the consolidated statements of operations, cash
flows and changes in  stockholders'  equity for the year ended December 31, 1993
included in the Company's  Form 10-K for the year ended December 31, 1995 and to
incorporation  by reference of the Annual Report on Form 10-K of the Company for
the year ended  December 31, 1995.  We also consent to the reference to us under
the heading "Experts" in such Prospectus.



/s/Price Waterhouse LLP
Price Waterhouse LLP
Norfolk, Virginia

February 24, 1997