EXHIBIT 23.3
 
                      CONSENT OF ING CAPITAL CORPORATION
 
                                                                 August 7, 1996
 
  We consent to the inclusion in the Form S-4 Registration Statement for CII
Technologies of our opinion letter dated June 14, 1996 on our consideration of
the fairness from a financial point of view of the exchange as described in
the Form S-4 Registration Statement.
 
                                          ING Capital Corporation
 
                                                   /s/ Mark S. Vidergauz
                                          By: _________________________________
                                                     Mark S. Vidergauz
                                                     Managing Director