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                                                                    EXHIBIT 23.4


                      CONSENT OF INDEPENDENT ACCOUNTANTS

        We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-4 of Advanced Accessory Systems, LLC and AAS
Capital Corporation of our report dated December 5, 1997 relating to the
financial statements of Valley Industries, Inc., which appears in such
Prospectus.  We also consent to the reference to us under the heading "Experts"
in such Prospectus.


/s/Price Waterhouse LLP

Price Waterhouse LLP
Bloomfield Hills, Michigan
May 29, 1998