Exhibit 23.2

                        Consent of Independent Auditors

We consent to the incorporation by reference in  Post-Effective  Amendment No. 1
to Form S-4 Registration  Statement on Form S-8 of the Registrant and Company of
our report  dated  January 23, 1996 with respect to the  consolidated  financial
statements of First Interstate  Bancorp  incorporated by reference in its Annual
Report (Form 10-K) for the year ended  December 31, 1995 and of our report dated
June 26, 1995 with respect to the financial  statements of The Employee  Savings
Plan of First  Interstate  Bancorp  and its  Affiliates  included  in its Annual
Report  (Form  11-K)  for the  year  ended  December  31,  1994  filed  with the
Securities and Exchange Commission.



                               ERNST & YOUNG LLP



Los Angeles, California
March 25, 1996