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 March 4, 1996, except for
Note 13 which is as of             , 1996, relating to the financial  statements
of  USCS International, Inc., which appears  in such Prospectus. We also consent
to the references to us under the headings "Experts" and "Selected  Consolidated
Financial  Data"  in such  Prospectus. However,  it should  be noted  that Price
Waterhouse LLP  has  not  prepared  or  certified  such  "Selected  Consolidated
Financial Data."
    
 
PRICE WATERHOUSE LLP
 
   
/s/ Price Waterhouse LLP
    
 
Sacramento, California
   
May 29, 1996