1
                                                                 EXHIBIT 23(d)


                     CONSENT OF THE CARSON MEDLIN COMPANY


We hereby consent to the use in this Registration Statement on Form S-4 of our
letter to the Board of Directors of Citi-Bancshares, Inc. included as Appendix B
to the Proxy Statement/Prospectus that is part of the Registration Statement,
and to the references to such letter and to our firm in such Proxy
Statement/Prospectus. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.



                                    /s/The Carson Medlin Company

                                    THE CARSON MEDLIN COMPANY


Tampa, Florida
December 19, 1996