Exhibit 16.3


                        Report of Independent Auditors


Board of Directors
Response Technologies, Inc.

We have audited the accompanying consolidated balance sheet of Response
Technologies, Inc. and subsidiaries as of December 31, 1992, and the related
consolidated statements of operations, stockholders' equity, and cash flows for
the year ended and the eight-month period ended December 31, 1992 and 1991,
respectively, and the year ended April 30, 1991. Our audits also included the
financial statement schedules listed in the Index at Item 14(a). These
financial statements and schedules are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
Response Technologies, Inc. and subsidiaries at December 31, 1992, and the
consolidated results of their operations and their cash flows for the year
ended and the eight-month period ended December 31, 1992 and 1991,
respectively, and the year ended April 30, 1991, in conformity with generally
accepted accounting principles. Also, in our opinion, the related financial
statement schedules, when considered in relation to the basic financial
statements taken as a whole, present fairly in all material respects the
information set forth therein.

As discussed in Note F to the financial statements, in 1992 the Company changed
its method of accounting for income taxes.



                                                Ernst & Young



Nashville, Tennessee
January 19,1993