1
EXHIBIT 23


                         CONSENT OF INDEPENDENT AUDITORS


We consent to the incorporation by reference in the Registration Statement      
(Form S-8 No. 33-56464) pertaining to the CoBancorp Inc. 1992 Long-Term
Incentive Plan of our report dated January 21, 1997, with respect to the
consolidated financial statements of CoBancorp Inc. incorporated by reference   
in the Annual Report (Form 10-K) for the year ended December 31, 1996.  


Ernst & Young, LLP
Cleveland, Ohio
March 24, 1997