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                                                                    EXHIBIT 5.2



                        REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
U.S. Technologies Inc. and Subsidiaries

Our report on the consolidated financial statements of U.S. Technologies Inc.
and subsidiaries is included in Item 8 of this Form 10-K. In connection with
our audit of such financial statements, we have also audited the related
financial statement schedule listed on the index of this Form 10-K.

In our opinion the 1996 financial statement schedule referred to above, when
considered in relation to the basic financial statements taken as a whole,
present fairly, in all material respects, the information required to be in
them.


                                       BROWN GRAHAM AND COMPANY P.C.

Georgetown, Texas
April 8, 1997