EXHIBIT 23.2

                              NIESAR & DIAMOND LLP
                                ATTORNEYS AT LAW

                       90 NEW MONTGOMERY STREET 9TH FLOOR
                         SAN FRANCISCO, CALIFORNIA 94105
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                                  www.ndlaw.com

                                                                   File No: 3420

Board of Directors
International Microcomputer Software, Inc.
100 Rowland Way, Suite 300
Novato, CA 94945

      Re:   Registration of Shares of International Microcomputer Software, Inc.
            for Resale by Certain Shareholders, Registration Statement
            No. 333-119359.

Ladies and Gentlemen:

We have acted as counsel to International Microcomputer Software, Inc., a
California corporation (the "Company"), in conjunction with the preparation of a
Registration Statement on Form SB-2 (the "Registration Statement"), including
the prospectus constituting a part thereof (the "Prospectus"), filed by the
Company with the Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Securities Act"), relating to the sale from time to time
by the selling shareholders named in the Registration Statement (the "Selling
Shareholders") of up to 4,042,440 shares of the Company's common stock, no par
value per share (the "Common Stock"), in the manner set forth in the
Registration Statement.

      In connection with our representation, we have examined: (i) the
Registration Statement, including the Prospectus; (ii) the Company's Articles of
Incorporation and Bylaws, as amended to date; (iii) resolutions of the Company's
Board of Directors and other documents authorizing and governing the due and
proper issuance of the shares of Common Stock subject to the Registration
Statement, together with certain related matters; and (iv) such other
proceedings, documents and records as we have deemed necessary to enable us to
render this opinion. In all such examinations, we have assumed the genuineness
of all signatures, the authenticity of all documents, certificates and
instruments submitted to us as originals and the conformity with the originals
of all documents submitted to us as copies. We have, among other things, relied
upon certificates of public officials and, as to various factual matters,
certificates of officers of the Company.

      Based upon the foregoing, we are of the opinion that the shares of Common
Stock covered by the Registration Statement that are to be offered and sold from
time to time by the Selling Shareholders have been duly authorized and validly
issued, and are fully paid and nonassessable.

      We consent to the use of this opinion as an exhibit to the Registration
Statement and the references to our firm therein. In giving our consent, we do
not admit that we are "experts" within the meaning of Section 11 of the
Securities Act or within the category of persons whose consent is required by
the Securities Act.

                                        Very truly yours,


                                        /s/ NIESAR & DIAMOND LLP