EXHIBIT 23.1


                         CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8, No. 333-07500) pertaining to the Denison International Stock Option Plan of
our report dated February 14, 2003, with respect to the consolidated financial
statements of Denison International plc and subsidiaries included in its Annual
Report on Form 10-K for the year ended December 31, 2002.

                                        /s/ Ernst & Young LLP

March 26, 2003`