EXHIBIT 23.2

Stephen E. Rounds, Attorney at Law
4635 East Eighteenth Ave.
Denver, Colorado 80220

January 10, 2000
OnLine Power Supply, Inc.
6909 S. Holly Circle
Suite 200
Englewood, Colorado 80112

Re:      Registration Statement on Form SB-2
         SEC File No. 333-93341

Gentlemen:

         I hereby  consent  to the  filing  of my  opinion  to the  registration
statement  on Form SB-2.  However,  I do not admit that I am in the  category of
those  persons  whose  consent is required to be so filed by Section 7(a) of the
Securities Act of 1933.

Yours Sincerely,

   /s/   Stephen E. Rounds


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