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                                                                    EXHIBIT 23.2



               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1995 Stock Option Plan and 1995 Employee Stock Purchase
Plan of SDL, Inc. our reports dated January 29, 1999, with respect to the
consolidated financial statements of SDL, Inc. incorporated by reference in its
Annual Report (Form 10-K/A) for the year ended December 31, 1998 and the related
financial statement schedule included therein, and our report dated January 29,
1999 (except Note 16, as to which the date is May 14, 1999 and except for
paragraph 4 of Note 1 and Note 17, as to which the date is May 18, 1999) with
respect to the supplemental consolidated financial statements and schedule of
SDL, Inc. included in its Current Report on Form 8-K dated May 18, 1999, filed
with the Securities and Exchange Commission.



                                              /s/ Ernst & Young LLP
                                              ----------------------------------
                                              Ernst & Young LLP


San Jose, California
August 6, 1999