EXHIBIT 24.1

                   CONSENT OF SILVER, FREEDMAN & TAFF, L.L.P.










                               CONSENT OF COUNSEL




         We consent to the use of our opinion, to the incorporation by reference
of such opinion as an exhibit to the Form SB-2 and to the  reference to our firm
under the headings "The Conversion - Income Tax Consequences" and "Legal and Tax
Matters" in the  Prospectus  and proxy  statement  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.
September 22, 1997