EXHIBIT 23.2

               Consent of Ernst & Young LLP, Independent Auditors

  We consent to the reference to our firm under the captions "Selected
Consolidated Financial Data" and "Experts" and to the use of our report dated
February 26, 1999, except for paragraph 1 of Note 11 as to which the date is
April 26, 1999, in Amendment No. 1 to the Registration Statement (Form S-1) and
related Prospectus of Headway Technologies, Inc. dated October 8, 1999.

  Our audits also included the financial statement schedule of Headway
Technologies, Inc. listed in Item 14(a). This schedule is the responsibility of
the Company's management. Our responsibility is to express an opinion based on
our audits. In our opinion, the financial statement schedule referred to above,
when considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

                                                          /s/ Ernst & Young LLP

San Jose, California

October 8, 1999