EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of FalconStor Software, Inc. of our report dated January
26, 2001, except as to Note 13 which is as of March 30, 2001, relating to the
financial statements and financial statement schedule, which appears in Network
Peripherals Inc.'s Annual Report on Form 10-K for the year ended December 31,
2000. We also consent to the references to us under the heading "Experts" in
such Registration Statement.
Pricewaterhouse Coopers LLP
San Jose, California
September 20, 2001
