EXHIBIT 23.2
 
              CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS


  We consent to the incorporation by reference in this Registration Statement on
Form S-8 pertaining to the 1992 Stock Option Plan, as amended, and the 1992
Employee Stock Purchase Plan, as amended, of Catalytica, Inc. of our report
dated January 27, 1998, with respect to the consolidated financial statements
and schedule of Catalytica, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.



San Jose, California                     ERNST & YOUNG LLP
June 26, 1998