EXHIBIT 23.2

           Consent of Independent Auditors - Coopers & Lybrand, L.L.P.



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                        CONSENT OF INDEPENDENT AUDITORS
                        -------------------------------

We consent to the inclusion in this registration statement on Form S-4 of our 
report dated March 8, 1996, on our audits of the financial statements of Park 
Cities Bancshares, Inc.  We also consent to the reference to our firm under the 
caption "Experts."




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

November 15, 1996
Dallas, Texas





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