1



                                                                    Exhibit 23.2


                       CONSENT OF INDEPENDENT ACCOUNTANTS




We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 15, 1997, except as to the
stock split described in Note 7 which is as of November 6, 1997, which appears
on page F-2 of the Registration Statement on Form S-1 of FlexiInternational
Software, Inc.  We also consent to the incorporation by reference of our report
on the Financial Statement Schedule, included in the Registration Statement on
Form S-1. 



                                             /s/ Price Waterhouse LLP

                                             Price Waterhouse LLP

Stamford, Connecticut

February 26, 1998