EXHIBIT 99.2

                      [LETTERHEAD OF PRICE WATERHOUSE LLP]
                                          
March 10, 1998

Jay Tanna
Chairman of the Board and 
Chief Executive Officer
Altris Software, Inc.
9339 Carroll Park Drive
San Diego, CA  92121

Dear Mr. Tanna:

As you are aware, subsequent to the issuance of our report dated February 25, 
1997 on the financial statements of Altris Software, Inc. as of and for the 
year ended December 31, 1996, information has come to our attention which 
appears to be reliable and may affect the financial statements as of and for 
the year ended December 31, 1996.  Accordingly, we are advising you we are 
withdrawing our report dated February 25, 1997 on such financial statements.  
Our report dated February 25, 1997 should no longer be relied upon or 
associated with the financial statements of Altris Software, Inc. as of and 
for the year ended December 31, 1996.

It is our understanding that you will take reasonable steps to notify those 
persons who you believe are relying, or likely to rely, on such financial 
statements and our report thereon that our report should no longer be relied 
upon or associated with such financial statements, and that if appropriate, 
revised financial statements will be issued upon completion of an 
investigation of any possible irregularities.

Yours very truly,

/s/ Price Waterhouse LLP

Price Waterhouse LLP


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