Exhibit 23.2




                       CONSENT OF COUNSEL
                       -------------------


I hereby consent to the filing of my opinion as an exhbit to the
registration statement on Form S-3.  However, I do not admit that
I am in the category of those persons whose consent is required to
be so filed by Section 7(a) of the Securities Act of 1933.

Yours sincerely,

s/ Stephen E. Rounds