EXHIBIT 2.3



                       INDEPENDENT AUDITORS' CONSENT



We consent to the use in the annual report on Form 20-F of Comet Software 
International, Ltd. of our report dated March 21, 1996, relating to the 
balance sheet of Software Center, Inc. as of December 31, 1995 and the 
related statements of operations, stockholders' equity and cash flows for the 
years ended December 31, 1995 and 1994.




                                           /s/ Rothstein, Kass & Company, P.C.
                                          -------------------------------------
                                               ROTHSTEIN, KASS & COMPANY, P.C.


Roseland, New Jersey
July 1, 1997