Exhibit 23.2

                           Independent Auditors' Consent


The Board of Directors
PBOC Holdings, Inc.:

We consent to the use of our report included herein and to the references to 
our firm under the headings "Risk Factors--Availability of Net Operating 
Loss Carryovers," "Agreement With Respect to Potential Goodwill Lawsuit 
Recovery -- The Goodwill Agreement -- Tax Consequences," "Taxation," and 
"Experts" in the registration statement.

                                       /s/ KPMG Peat Marwick LLP

Los Angeles, California
May 12, 1998