Exhibit 23.2
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CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-3 (no. 333-45269) and 
Form S-8 (no. 2-85501) of Irvine Sensors Corporation of our report dated
December 16, 1997, which appears on page 19 of the Annual Report to Shareholders
which is incorporated in this Annual Report on Form 10-K. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 20 of this Form 10-K.


/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP


Costa Mesa, California
January 6, 1999