EXHIBIT 23.2
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
    We  hereby consent to  the use in  the Prospectus constituting  part of this
Registration Statement on Form S-1 of our report dated May 15, 1996 relating  to
the financial statements of VDI Media, which appears in such Prospectus. We also
consent  to the application  of such report to  the Financial Statement Schedule
for the three  years ended December  31, 1995  listed under Item  16(b) of  this
Registration  Statement  when  such schedule  is  read in  conjunction  with the
financial statements referred to in our  report. The audits referred to in  such
report also included this schedule. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
 
PRICE WATERHOUSE LLP
 
Costa Mesa, California
May 16, 1996