EXHIBIT 23.2

                      [LETTERHEAD OF ROGOFF & COMPANY, PC]

                         CONSENT OF INDEPENDENT AUDITORS


     We  hereby  consent  to  the use in this Amendment No. 2 of Registration of
Securities  by  a Small-Business Issuer (Form SB-2) of our report dated April 1,
2003  relating  to  the audited financial statements of Lapis Technologies, Inc.
and  Subsidiary  of  December  31, 2002 and for the year ended December 31, 2002
which  appears  in  such Form SB-2. We also consent to the reference to us under
the  headings  "Experts"  in  such  Form  SB-2.

/s/  Rogoff  &  Company,  PC


New  York,  New  York
May 14 ,  2003




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