Exhibit 23.2


Independent Auditors' Consent


We consent to the incorporation by reference in this Registration Statement
of Nematron Corporation on Form S-3 of our report dated December 9, 1994
(which expresses an unqualified opinion and includes an explanatory
paragraph relating to substantial doubt about the Company's ability to
continue as a going concern), appearing in this Annual Report on Form 10-KSB
of Nematron Corporation for the year ended September 30, 1994 and included
and incorporated by reference in the Annual Report on Form 10-KSB of
Nematron Corporation for the year ended September 30, 1995, as amended by
Form 10-KSB/A filed on February 2, 1996 and Form 10-KSB/A-2 filed on May 20,
1996.


/S/ Deloitte & Touche LLP

Ann Arbor, Michigan
November 8, 1996