CONSENT OF CHARTERED ACCOUNTANTS


To the Board of Directors of Gandalf Technologies Inc.

We consent to the incorporation by reference in the Registration Statements on 
Form S-8 (No. 2-87578, No. 2-93961, No.33-31498, No. 33-31499, No. 33-50017,
No. 03-55221, No. 033-58691, No. 033-64375, No. 333-00783, No. 333-02677); on 
FormS-4 (No. 33-41556); on Form S-3 (No. 33-42077) and in the related
prospectuses therein of our reports dated May 13, 1997 on the consolidated 
financial statements and schedule of Gandalf Technologies Inc., which reports 
are included in this annual report on Form 10-K.



S/KPMG
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Chartered Accountants
Ottawa, Ontario
May 13, 1997