EXHIBIT 23.2


                     CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration 
Statements on Form S-8 (Nos. 333-01680 and 333-27151) of Premier Laser 
Systems, of our report dated May 17, 1996 appearing on page 27 of this
Form 10-K. We also consent to the application of such report to the Financial 
Statement Schedule for the two years ended March 31, 1996 listed in the 
accompanying index when such schedule is read in conjunction with the 
financial statements referred to in our report. The audits referred to in 
such report are also included in this schedule.




PRICE WATERHOUSE LLP

Costa Mesa, California
May 22, 1997