Exhibit 23.4

                                                                  March 27, 2002

                CONSENT OF LEGG MASON WOOD WALKER, INCORPORATED

     We hereby consent to the use of our name and to the description of our
opinion letter, dated November 19, 2001 under the caption "Opinion of
Conestoga's Financial Advisor" in, and to the inclusion of such opinion letter
as Annex B to, the joint proxy statement/prospectus. By 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, as amended, or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.

                                   LEGG MASON WOOD WALKER, INCORPORATED


                                   By: /s/ Francis X. Gallagher, Jr.
                                       ----------------------------------
                                       Managing Director