Form: S-4

Registration of securities issued in business combination transactions

December 24, 1996

EXHIBIT 23(D)

Published on December 24, 1996


EXHIBIT 23(d)


CONSENT OF THE CARSON MEDLIN COMPANY


We hereby consent to the use in this Registration Statement on Form S-4 of our
letter to the Board of Directors of Citi-Bancshares, Inc. included as Appendix B
to the Proxy Statement/Prospectus that is part of the Registration Statement,
and to the references to such letter and to our firm in such Proxy
Statement/Prospectus. In giving such consent, we do not thereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933 or the rules and regulations of the Securities and
Exchange Commission thereunder.



/s/The Carson Medlin Company

THE CARSON MEDLIN COMPANY


Tampa, Florida
December 19, 1996