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 (333-4047)  of our reports dated October  25,
1996 and November 22, 1996 relating to the financial statements of VDI Media and
Woodholly  Productions, respectively, which  appear in such  Prospectus. We also
consent to the application of such report to the Financial Statement Schedule of
VDI Media 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
December 31, 1996