CONSENT OF INDEPENDENT ACCOUNTANTS
- ----------------------------------
                                                                  Exhibit 23.2
                                                                  ------------

We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 2-85501) of Irvine Sensors Corporation of our report
dated December 16, 1997 relating to the financial statements, which appears in
the Annual Report to Shareholders, which is incorporated in this Annual Report
on Form 10-K. We also consent to the incorporation by reference of our report
dated December 16, 1997 relating to the financial statement schedules, which
appears in this Form 10-K.




/s/ PRICEWATERHOUSECOOPERS LLP

PricewaterhouseCoopers LLP

Costa Mesa, California
December 28, 1999