EXHIBIT 23.02




                       CONSENT OF INDEPENDENT ACCOUNTANTS


         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated March 25, 1999
relating to the financial statements and financial statement schedule of
Integrated Systems, Inc., which appears in Integrated Systems, Inc.'s Annual
Report on Form 10-K for the year ended February 28, 1999.

/s/ PricewaterhouseCoopers LLP


San Jose, California
September 28, 1999