Exhibit 23.2


               Consent of Ernst & Young LLP, Independent Auditors



We consent to the  incorporation  by  reference  in Form S-3 of our report dated
August 2, 1996,  with respect to the  statements  of  operations,  stockholders'
equity  (deficiency  in net assets),  and cash flows of LightPath  Technologies,
Inc.  for the year ended June 30,  1996,  included  in the Annual  Report  (Form
10KSB) for the year ended June 30, 1997.

                                                               Ernst & Young LLP

Tucson, Arizona
November 3, 1997