Exhibit 23.2


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                       CONSENT OF INDEPENDENT ACCOUNTANTS

      We consent to the incorporation by reference in the Registration Statement
on Form S-8 of Winston Resources, Inc. (the "Company") to be filed on or about
August 21, 1997 with respect to shares of Common Stock of the Company issuable
pursuant to its Incentive Program, of our report dated March 11, 1996 on the
financial statements for the year ended December 31, 1995 (which report
indicates that we did not audit the presentation of pro forma net loss, pro
forma net loss per share and information relating to the fair value of stock
options, as presented in Note 9 to the financial statements) included in the
Annual Report on Form 10-KSB of the Company for the year ended December 31,
1996.


                                           Richard A. Eisner & Company, LLP

                                           _____________________________

New York, New York
August 21, 1997


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