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 June 20, 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
June 20, 1996