As filed with the Securities and Exchange Commission on September 28,
1995

                                          REGISTRATION NO. 33 -            
                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                                       

                                 FORM S-8
                          REGISTRATION STATEMENT
                                 under the
                          SECURITIES ACT OF 1933
                                                       

                               BIOGEN, INC.
          (Exact name of Registrant as specified in its charter)

    Massachusetts               04-3002117
(State or other jurisdiction (I.R.S. Employer                           
of incorporation or organization)Identification No.)
                                                                             
                            14 Cambridge Center
                      Cambridge, Massachusetts 02142
                              (617) 679-2000
                 (Address of Principal Executive Offices)

               BIOGEN, INC. 1982 INCENTIVE STOCK OPTION PLAN
                                    AND
             BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN
                         (Full Title of the Plans)

                         Michael J. Astrue, Esq. 
                     Vice President - General Counsel 
                               Biogen, Inc.
                            14 Cambridge Center
                      Cambridge, Massachusetts 02142
                              (617) 679-2000
    (Name, address, including zip code, and telephone number, including
area code, of agent for service)
                                                       


                      CALCULATION OF REGISTRATION FEE


                              Proposed       Proposed  Amount
 Title of      Amount to be   maximum        maximum   of
securities to  registered (1) offering price aggregate registration
be registered                 per share      offering  fee
                                              price(2) 
 


Common Stock,
$.01 par value   2,000,000         $53.938    $107,876,000   $37,198.56


(1)    The number of shares of common stock, par value $.01 per share
       ("Common Stock"), stated above consists of the aggregate number of
       shares which may be sold upon the exercise of options which may
       hereafter be granted under the Biogen, Inc. 1992 Incentive Stock
       Option Plan and the Biogen, Inc. 1985 Non-Qualified Stock Option
       Plan (the "Plans").  The maximum number of shares which may be sold
       upon the exercise of such options granted under the Plans is
       subject to adjustment in accordance with certain anti-dilution and
       other provisions of the Plans.  Accordingly, pursuant to Rule 416
       under the Securities Act of 1933, as amended (the "Securities
       Act"), this Registration Statement covers, in addition to the
       number of shares stated above, an indeterminate number of shares
       which may be subject to grant or otherwise issuable after the
       operation of any such anti-dilution and other provisions.

(2)    This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under
       the Securities Act on the basis of the average of the high and low
       sale prices per share of the Common Stock on the National Market
       System of the National Association of Securities Dealers Automated
       Quotation System (NASDAQ) as of a date (September 22, 1995) within
       5 business days prior to filing this Registration Statement.

                                                                           <PAGE>
                             EXPLANATORY NOTE


  In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plans. 
<PAGE>
                                  PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.

  The following documents filed by the Registrant with the Commission
are incorporated herein by reference:

  (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

  (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.

  (c)  The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed under the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.

  All reports and other documents filed by the Registrant after the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such reports and documents.

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  The validity of the issuance of the shares of Common Stock
registered under this Registration Statement has been passed upon for
the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of
Boston, Massachusetts.  Members of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. and certain members of their families and trusts for
their benefit own an aggregate of approximately 1,000 shares of Common
Stock of the Company and approximately one partnership interest in
Biogen Medical Products Limited Partnership.

Item 6.  Indemnification of Directors and Officers.

  Incorporated herein by reference from the Registrant's Registration
Statement on Form S-3, No. 33-43721.

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

  (4.1)     Form of Common Stock Certificate (Filed as Exhibit 4.1 to
            the Registrant's Registration Statement on Form S-3, File
            No. 33-51639, and incorporated herein by reference).

  (4.2)     Articles of Organization, as amended (Filed as Exhibit
            3.1 to the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1989, File No. 0-12042, and
            incorporated herein by reference).

  (4.3)     By-Laws, as amended (Filed as Exhibit 3.2 to the
            Registrant's Annual Report on Form 10-K for the year
            ended December 31, 1993, File No. 0-12042, and
            incorporated herein by reference).

  (4.4)     Rights Agreement, dated as of May 8, 1989, between the
            Registrant and the First National Bank of Boston, as the
            Rights Agent, including Certificate of Designation of
            Series A Junior Participating Preferred Stock (Filed on
            May 26, 1989 as Exhibit 1 to the Registrant's
            Registration Statement on Form 8-A, File No. 0-12042, and
            incorporated herein by reference).

  (5)  Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
       as to the legality of shares being registered.

  (15) Letter from Price Waterhouse LLP regarding unaudited interim
financial information.

  (23.1)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
            P.C. (included in opinion of counsel filed as Exhibit 5).

  (23.2)    Consent of Price Waterhouse LLP.

  (24) Power of Attorney to file future amendments (set forth on the
       signature page of this Registration Statement.)

Item 9.  Undertakings.

(a)    The undersigned Registrant hereby undertakes:

  (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:

         (i)     To include any prospectus required by Section
       10(a)(3) of the Securities Act of 1933;

        (ii)     To reflect in the prospectus any facts or events
       arising after the effective date of the Registration Statement
       (or the most recent post-effective amendment thereof) which,
       individually or in the aggregate, represents a fundamental
       change in the information set forth in the Registration
       Statement;

       (iii)     To include any material information with respect to
       the plan of distribution not previously disclosed in the
       Registration Statement or any material change to such
       information in the Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the Registration Statement is on Form S-3 or Form S-8, and
  the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by
  reference in this Registration Statement.

  (2)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at
  that time shall be deemed to be the initial bona fide offering
  thereof.

  (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain
  unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each
       filing of the Registrant's annual report pursuant to Section 13(a)
       or Section 15(d) of the Securities Exchange Act of 1934 that is
       incorporated by reference in this Registration Statement shall be
       deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering
       thereof.

(c)    Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions, or otherwise, the Registrant has been advised that in
       the opinion of the Securities and Exchange Commission such
       indemnification is against public policy as expressed in the Act
       and is, therefore, unenforceable.  In the event that a claim for
       indemnification against such liabilities (other than the payment by
       the Registrant of expenses incurred or paid by a director, officer
       or controlling person of the Registrant in the successful defense
       of any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities
       being registered, the Registrant will, unless in the opinion of its
       counsel the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the question whether
       such indemnification by it is against public policy as expressed in
       the Act and will be governed by the final adjudication of such
       issue.<PAGE>
                                SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts on
September 22, 1995.


  BIOGEN, INC.


     
  By  /s/ James L. Vincent                                                   
  James L. Vincent  
  Chairman and Chief Executive Officer


Each person whose signature appears below constitutes and appoints
Michael J. Astrue and Timothy M. Kish, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and
stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on
Form S-8 of Biogen, Inc. and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the
premises, as full to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement  has been signed by the following persons in the
capacities and on the dates indicated.

Signature                Title                    Date


 /s/ James L. Vincent    Chairman of the Board,   September 22, 1995
James L. Vincent         Chief Executive Officer
                         (principal executive
                          officer) and Director

/s/ Timothy M. Kish      Vice President - 
Timothy M. Kish          Finance and              September 22, 1995
                         Chief Financial Officer
                         (principal financial
                          and accounting officer)



/s/ Alexander G. Bearn     Director               September 22, 1995
Alexander G. Bearn



/s/ Alan Belzer            Director               September 22, 1995
Alan Belzer



/s/ Harold W. Buirkle      Director               September 22, 1995
Harold W. Buirkle



/s/ Roger H. Morley        Director               September 22, 1995
Roger H. Morley



/s/ Kenneth Murray         Director               September 22, 1995
Kenneth Murray



/s/ Phillip A. Sharp       Director               September 22, 1995
Phillip A. Sharp



/s/ James W. Stevens       Director               September 22, 1995
James W. Stevens



/s/ James R. Tobin         Director               September 22, 1995
James R. Tobin

<PAGE>
                               BIOGEN, INC.

                       INDEX TO EXHIBITS FILED WITH
                      FORM S-8 REGISTRATION STATEMENT



Exhibit
Number    Description


5         Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          the legality of shares being registered

15        Letter from Price Waterhouse LLP regarding unaudited interim
          financial information

23.2      Consent of Price Waterhouse LLP                             







T3/564636.1
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{"company-data": {"conformed-name": "BIOGEN INC", "cik": "0000714655", "assigned-sic": "2836", "irs-number": "043002117", "state-of-incorporation": "MA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-63015", "film-number": "95576862"}, "business-address": {"street1": "14 CAMBRIDGE CTR", "city": "CAMBRIDGE", "state": "MA", "zip": "02142", "phone": "6176792000"}, "mail-address": {"zip": "00000"}, "former-company": {"former-conformed-name": "BIOGEN NV", "date-changed": "19880622"}}
As filed with the Securities and Exchange Commission on September 28,
1995

                                          REGISTRATION NO. 33 -            
                                                                           

                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                                       

                                 FORM S-8
                          REGISTRATION STATEMENT
                                 under the
                          SECURITIES ACT OF 1933
                                                       

                               BIOGEN, INC.
          (Exact name of Registrant as specified in its charter)

    Massachusetts               04-3002117
(State or other jurisdiction (I.R.S. Employer                           
of incorporation or organization)Identification No.)
                                                                             
                            14 Cambridge Center
                      Cambridge, Massachusetts 02142
                              (617) 679-2000
                 (Address of Principal Executive Offices)

               BIOGEN, INC. 1982 INCENTIVE STOCK OPTION PLAN
                                    AND
             BIOGEN, INC. 1985 NON-QUALIFIED STOCK OPTION PLAN
                         (Full Title of the Plans)

                         Michael J. Astrue, Esq. 
                     Vice President - General Counsel 
                               Biogen, Inc.
                            14 Cambridge Center
                      Cambridge, Massachusetts 02142
                              (617) 679-2000
    (Name, address, including zip code, and telephone number, including
area code, of agent for service)
                                                       

                      CALCULATION OF REGISTRATION FEE

                              Proposed       Proposed  Amount
 Title of      Amount to be   maximum        maximum   of
securities to  registered (1) offering price aggregate registration
be registered                 per share      offering  fee
                                              price(2) 
 

Common Stock,
$.01 par value   2,000,000         $53.938    $107,876,000   $37,198.56

(1)    The number of shares of common stock, par value $.01 per share
       ("Common Stock"), stated above consists of the aggregate number of
       shares which may be sold upon the exercise of options which may
       hereafter be granted under the Biogen, Inc. 1992 Incentive Stock
       Option Plan and the Biogen, Inc. 1985 Non-Qualified Stock Option
       Plan (the "Plans").  The maximum number of shares which may be sold
       upon the exercise of such options granted under the Plans is
       subject to adjustment in accordance with certain anti-dilution and
       other provisions of the Plans.  Accordingly, pursuant to Rule 416
       under the Securities Act of 1933, as amended (the "Securities
       Act"), this Registration Statement covers, in addition to the
       number of shares stated above, an indeterminate number of shares
       which may be subject to grant or otherwise issuable after the
       operation of any such anti-dilution and other provisions.

(2)    This calculation is made solely for the purpose of determining the
       registration fee pursuant to the provisions of Rule 457(h) under
       the Securities Act on the basis of the average of the high and low
       sale prices per share of the Common Stock on the National Market
       System of the National Association of Securities Dealers Automated
       Quotation System (NASDAQ) as of a date (September 22, 1995) within
       5 business days prior to filing this Registration Statement.
EXPLANATORY NOTE

  In accordance with the instructional Note to Part I of Form S-8 as
promulgated by the Securities and Exchange Commission, the information
specified by Part I of Form S-8 has been omitted from this Registration
Statement on Form S-8 for offers of Common Stock pursuant to the Plans.
PART II

            INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.

  The following documents filed by the Registrant with the Commission
are incorporated herein by reference:

  (a)  The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1994.

  (b)  The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995 and June 30, 1995.

  (c)  The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-B filed under the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.

  All reports and other documents filed by the Registrant after the
date hereof pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be part hereof from
the date of filing of such reports and documents.

Item 4.  Description of Securities.

  Not applicable.

Item 5.  Interests of Named Experts and Counsel.

  The validity of the issuance of the shares of Common Stock
registered under this Registration Statement has been passed upon for
the Company by Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C. of
Boston, Massachusetts.  Members of Mintz, Levin, Cohn, Ferris, Glovsky
and Popeo, P.C. and certain members of their families and trusts for
their benefit own an aggregate of approximately 1,000 shares of Common
Stock of the Company and approximately one partnership interest in
Biogen Medical Products Limited Partnership.

Item 6.  Indemnification of Directors and Officers.

  Incorporated herein by reference from the Registrant's Registration
Statement on Form S-3, No. 33-43721.

Item 7.  Exemption from Registration Claimed.

  Not applicable.

Item 8.  Exhibits.

  (4.1)     Form of Common Stock Certificate (Filed as Exhibit 4.1 to
            the Registrant's Registration Statement on Form S-3, File
            No. 33-51639, and incorporated herein by reference).

  (4.2)     Articles of Organization, as amended (Filed as Exhibit
            3.1 to the Registrant's Annual Report on Form 10-K for
            the year ended December 31, 1989, File No. 0-12042, and
            incorporated herein by reference).

  (4.3)     By-Laws, as amended (Filed as Exhibit 3.2 to the
            Registrant's Annual Report on Form 10-K for the year
            ended December 31, 1993, File No. 0-12042, and
            incorporated herein by reference).

  (4.4)     Rights Agreement, dated as of May 8, 1989, between the
            Registrant and the First National Bank of Boston, as the
            Rights Agent, including Certificate of Designation of
            Series A Junior Participating Preferred Stock (Filed on
            May 26, 1989 as Exhibit 1 to the Registrant's
            Registration Statement on Form 8-A, File No. 0-12042, and
            incorporated herein by reference).

  (5)  Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
       as to the legality of shares being registered.

  (15) Letter from Price Waterhouse LLP regarding unaudited interim
financial information.

  (23.1)    Consent of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo,
            P.C. (included in opinion of counsel filed as Exhibit 5).

  (23.2)    Consent of Price Waterhouse LLP.

  (24) Power of Attorney to file future amendments (set forth on the
       signature page of this Registration Statement.)

Item 9.  Undertakings.

(a)    The undersigned Registrant hereby undertakes:

  (1)  To file, during any period in which offers or sales are being
  made, a post-effective amendment to this Registration Statement:

         (i)     To include any prospectus required by Section
       10(a)(3) of the Securities Act of 1933;

        (ii)     To reflect in the prospectus any facts or events
       arising after the effective date of the Registration Statement
       (or the most recent post-effective amendment thereof) which,
       individually or in the aggregate, represents a fundamental
       change in the information set forth in the Registration
       Statement;

       (iii)     To include any material information with respect to
       the plan of distribution not previously disclosed in the
       Registration Statement or any material change to such
       information in the Registration Statement;

  Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
  apply if the Registration Statement is on Form S-3 or Form S-8, and
  the information required to be included in a post-effective
  amendment by those paragraphs is contained in periodic reports
  filed by the Registrant pursuant to Section 13 or Section 15(d) of
  the Securities Exchange Act of 1934 that are incorporated by
  reference in this Registration Statement.

  (2)  That, for the purpose of determining any liability under the
  Securities Act of 1933, each such post-effective amendment shall be
  deemed to be a new registration statement relating to the
  securities offered therein, and the offering of such securities at
  that time shall be deemed to be the initial bona fide offering
  thereof.

  (3)  To remove from registration by means of a post-effective
  amendment any of the securities being registered which remain
  unsold at the termination of the offering.

(b)    The undersigned Registrant hereby undertakes that, for purposes of
       determining any liability under the Securities Act of 1933, each
       filing of the Registrant's annual report pursuant to Section 13(a)
       or Section 15(d) of the Securities Exchange Act of 1934 that is
       incorporated by reference in this Registration Statement shall be
       deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities at
       that time shall be deemed to be the initial bona fide offering
       thereof.

(c)    Insofar as indemnification for liabilities arising under the
       Securities Act of 1933 may be permitted to directors, officers and
       controlling persons of the Registrant pursuant to the foregoing
       provisions, or otherwise, the Registrant has been advised that in
       the opinion of the Securities and Exchange Commission such
       indemnification is against public policy as expressed in the Act
       and is, therefore, unenforceable.  In the event that a claim for
       indemnification against such liabilities (other than the payment by
       the Registrant of expenses incurred or paid by a director, officer
       or controlling person of the Registrant in the successful defense
       of any action, suit or proceeding) is asserted by such director,
       officer or controlling person in connection with the securities
       being registered, the Registrant will, unless in the opinion of its
       counsel the matter has been settled by controlling precedent,
       submit to a court of appropriate jurisdiction the question whether
       such indemnification by it is against public policy as expressed in
       the Act and will be governed by the final adjudication of such
       issue.
SIGNATURES

  Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in Cambridge, Massachusetts on
September 22, 1995.

  BIOGEN, INC.

     
  By  /s/ James L. Vincent                                                   
  James L. Vincent  
  Chairman and Chief Executive Officer

Each person whose signature appears below constitutes and appoints
Michael J. Astrue and Timothy M. Kish, and each of them, his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution in each of them, for him and in his name, place and
stead, and in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement on
Form S-8 of Biogen, Inc. and to file the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact and agents,
and each of them, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in or about the
premises, as full to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them or their or his substitute or substitutes may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement  has been signed by the following persons in the
capacities and on the dates indicated.

Signature                Title                    Date

 /s/ James L. Vincent    Chairman of the Board,   September 22, 1995
James L. Vincent         Chief Executive Officer
                         (principal executive
                          officer) and Director

/s/ Timothy M. Kish      Vice President - 
Timothy M. Kish          Finance and              September 22, 1995
                         Chief Financial Officer
                         (principal financial
                          and accounting officer)

/s/ Alexander G. Bearn     Director               September 22, 1995
Alexander G. Bearn

/s/ Alan Belzer            Director               September 22, 1995
Alan Belzer

/s/ Harold W. Buirkle      Director               September 22, 1995
Harold W. Buirkle

/s/ Roger H. Morley        Director               September 22, 1995
Roger H. Morley

/s/ Kenneth Murray         Director               September 22, 1995
Kenneth Murray

/s/ Phillip A. Sharp       Director               September 22, 1995
Phillip A. Sharp

/s/ James W. Stevens       Director               September 22, 1995
James W. Stevens

/s/ James R. Tobin         Director               September 22, 1995
James R. Tobin
BIOGEN, INC.

                       INDEX TO EXHIBITS FILED WITH
                      FORM S-8 REGISTRATION STATEMENT

Exhibit
Number    Description

5         Opinion of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, P.C.
          the legality of shares being registered

15        Letter from Price Waterhouse LLP regarding unaudited interim
          financial information

23.2      Consent of Price Waterhouse LLP                             

T3/564636.1