EXHIBIT 23.2
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We  hereby consent  to the incorporation  by reference of  our report dated
January 19, 1995, except  as to Note 6,  which is as of  January 27, 1995,  with
respect to the financial statements and schedule of Paragon Communications which
are  incorporated by reference in  this Annual Report on  Form 10-K for the year
ended December 31, 1994, in each of the following:
 
     1. Post-Effective Amendment No. 2  to Registration Statements No.  33-11031
        and No. 2-76753 on Form S-8;
 
     2. Post-Effective Amendment No. 4 on Form S-3 to Registration Statement No.
        2-75960  on Form S-16 and Post-Effective Amendment  No. 1 on Form S-3 to
        Registration Statement No. 33-58262 on Form S-3;
 
     3. Registration Statements No. 33-20883 and No. 33-35945 on Form S-8;
 
     4. Post-Effective Amendment No.  8 to Registration  Statements No.  2-62477
        and No. 2-67216 on Form S-8;
 
     5. Registration Statements No. 33-37929 and No. 33-47152 on Form S-8;
 
     6. Post-Effective Amendment No. 2 to Registration Statement No. 33-16507 on
        Form S-8 and Registration Statement No. 33-48381 on Form S-8;
 
     7. Post-Effective Amendment No. 1 to Registration Statement No. 33-29247 on
        Form S-8;
 
     8. Registration  Statement No. 33-33076 (the Prospectus constituting a part
        thereof also applies  to Registration  Statements No.  33-29029 and  No.
        33-29030) on Form S-8;
 
     9. Amendment  No. 1 to Registration Statement  No. 33-33043 on Form S-8 and
        Registration Statement No. 33-51471 on Form S-8;
 
    10. Pre-Effective  Amendment No. 1 to Registration Statement No. 33-29031 on
        Form S-3;
 
    11. Registration Statement No. 33-35317 on Form S-8;
 
    12. Registration Statements No. 33-40859 and No. 33-48382 on Form S-8;
 
    13. Registration Statement No. 33-47151 on Form S-8;
 
    14. Post-Effective  Amendment No.  2 on Form  S-8 to Registration  Statement
        No. 33-57812 on Form S-3;
 
    15. Registration Statements No. 33-62774 and No. 33-51015 on Form S-8;
 
    16. Post-Effective  Amendment  No. 1 to  Registration Statement No. 33-50237
        on Form S-3;
 
    17. Registration  Statement  No. 33-53213  on  Form S-8  and  Post-Effective
        Amendment No. 1 to Registration Statement No. 33-57667 on Form S-8;
 
    18. Registration Statement No. 33-61497 on Form S-8;
 
    19. Amendment No. 1 to Registration Statement No. 33-61579 on Form S-3; and
 
    20. Pre-Effective  Amendment No. 2 to Registration Statement No. 33-62585 on
        Form S-3;
 
PRICE WATERHOUSE LLP
 
DENVER, COLORADO
MARCH 21, 1996