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                                                                    EXHIBIT 23.2

                              ACCOUNTANTS' CONSENT




         As independent public accountants, we hereby consent to the use of our
report on Hartsville Bancshares, Inc., dated November 8, 1996, (and to all
references to our Firm) included in or made a part of this S-4 registration
statement.


                                                /s/  ARTHUR ANDERSEN LLP


Nashville, Tennessee
November 14, 1996