Exhibit 23.3
 
              [LETTERHEAD OF PRICEWATERHOUSECOOPERS APPEARS HERE]
 
                       Report of Independent Accountants
 
To the Board of Directors and
Stockholders of
Cortelco Puerto Rico, Inc.
 
In our opinion, the statements of income and cash flows of Cortelco Puerto
Rico, Inc. for the year ended July 31, 1996 (not presented separately herein)
present fairly, in all material respects, the results of its operations and its
cash flows for the year ended July 31, 1996, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audit provides a reasonable basis for the opinion expressed above. We have not
audited the financial statements of Cortelco Puerto Rico, Inc. for any period
subsequent to July 31, 1996.
 
/s/ PricewaterhouseCoopers LLP
PRICEWATERHOUSECOOPERS LLP
 
San Juan, Puerto Rico
September 17, 1996
 
Stamp 1392003 of the P.R. Society of
Certified Public Accountants has been
Affixed to the file copy of this report