EXHIBIT 24.1



                               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.
April __, 1997