EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated January 21, 1999
included in Mid-State Bancshares' Form 10-K for the year ended December 31, 1998
and to all references to our Firm included in this registration statement.

                                          ARTHUR ANDERSEN LLP


Los Angeles, California
July 8, 1999