EXHIBIT 23.2


                      CONSENT OF INDEPENDENT ACCOUNTANTS

The Board of Directors
Uproar Inc.:


     We consent to the use of our report included herein (Amendment No. 3 to
Form S-1) and to the references to our firm under the headings "Selected
Consolidated Financial Data" and "Experts" in the prospectus.

                                                (signed) KPMG LLP

New York, New York
February 23, 2000