EXHIBIT 24(ii)


              [LETTERHEAD OF BEFEC-PRICE WATERHOUSE APPEARS HERE]



REPORT OF INDEPENDENT ACCOUNTANTS



To the board of Directors
of CPM Europe SA



In our opinion, the balance sheet and the related statements of income present
fairly, in all material respects, the financial position of CPM Europe SA at
December 31, 1995, and the results of their operations for the years then ended
in conformity with generally accepted accounting principles in France. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
United States generally accepted auditing standards which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for the opinion expressed
above.



Paris, 20 May 1996

 
Befec-Price Waterhouse

/s/ Michel Chiron

Michel Chiron