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                                                                    EXHIBIT 23.1
 
                    FORM OF CONSENT OF INDEPENDENT AUDITORS
 
     WHEN THE TRANSACTION REFERRED TO UNDER "REINCORPORATION" IN NOTE 7 OF NOTES
TO FINANCIAL STATEMENTS HAS BEEN CONSUMMATED, WE WILL BE IN A POSITION TO RENDER
THE FOLLOWING CONSENT.
 
                                          KPMG PEAT MARWICK LLP
 
The Board of Directors
Siebel Systems, Inc.:
 
     We consent to the use of our report included herein and to the reference to
our firm under the headings "Selected Financial Data" and "Experts" in the
prospectus.
 
San Jose, California
May 14, 1996