[LETTERHEAD OF KPMG PEAT MARWICK LLP]



The Board of Directors
ML Bancorp, Inc.

We consent to the filing of this tax opinion  with the  Securities  and Exchange
Commission as an exhibit to the  Registration  Statement and to the reference to
our firm under  "APPROVAL  OF  AGREEMENT  AND PLAN OF MERGER -- Certain  Federal
Income Tax Consequences".

/s/ KPMG PEAT MARWICK LLP

Philadelphia, PA
April 23, 1997