Exhibit 24.1

                  Consent of Silver, Freedman & Taff, L.L.P.





                              CONSENT OF COUNSEL




         We consent to the use of our opinions, to the incorporation by
reference of such opinions as an exhibits to the Form S-1 and to the reference
to our firm under the headings "The Conversion - Income Tax Consequences" and
"Legal and Tax Matters" in the Prospectus included in this Form S-1. In giving
this consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules and regulations of the Securities and Exchange Commission
thereunder.




                                           /s/ SILVER, FREEDMAN & TAFF, L.L.P.
                                           -----------------------------------
                                           SILVER, FREEDMAN & TAFF, L.L.P.


Washington, D.C.
August 29, 1996