Exhibit 99.2
April 28, 1998

Audit Committee
Nematron Corporation
5840 Interface Drive
Ann Arbor, MI  48103

Gentlemen:

We have examined the consolidated balance sheet of Nematron Corporation
("Nematron") as of September 30, 1997 and the related consolidated
statements of operations, stockholder's equity and cash flows for each of
the years in the two-year period ended September 30, 1997 and issued our
auditor's report thereon dated December 12, 1997 (the "1997 auditors'
report").

Further, on December 13, 1996, we issued our auditors' report (the "1996
auditors' report") on the consolidated balance sheet of Nematron Corporation
as of September 30, 1996 and the related consolidated statements of income,
stockholders' equity and cash flows for each of the years in the two-year
period ended September 30, 1996.

On April 28, 1998, Nematron announced that "it has identified potential
material adjustments to the Company's financial statements for the years
ended September 30, 1996 and 1997 relating to one significant contract."

In light of the Company's announcement, raising questions relating to the
Company's financial statements, we cannot continue to be associated with
such financial statements and, accordingly, KPMG Peat Marwick LLP hereby
advises you that our 1997 and 1996 auditors' reports on the consolidated
financial statements as of September 30, 1997 and 1996 and for each of the
years in the two-year period ended September 30, 1997 (the "financial
statements") should no longer be relied on.

We request that you advise those persons who have received a copy of KPMG
Peat Marwick LLP's 1997 and 1996 auditors' report on Nematron Corporation's
Financial Statements and whom you believe are relying on, or who are likely
to rely on, the Financial Statements and the accompanying 1997 and 1996
auditors' report of our notification to you that the 1997 and 1996 auditors'
report should no longer be relied upon.  Further, we request you to
determine, together with your legal counsel, the disclosures(s) which should
be made to the Securities and Exchange Commission and any other regulatory
body having jurisdiction over Nematron.  Finally, we would expect to be
simultaneously supplied with copies of any notifications which you make
pursuant to the requests set forth in this paragraph.

Very truly yours,

/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP