EXHIBIT 23.2

                      CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration 
Statement on Form S-8 of our report dated April 11, 1995, on the 1994 
consolidated financial statements of Microelectronic Packaging, Inc., which 
appears on page F-2 of Microelectronic Packaging, Inc.'s Annual Report on Form 
10-K for the year ended December 31, 1996.


/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP

San Diego, California
February 20, 1998