Exhibit 23.2









                       CONSENT OF INDEPENDENT AUDITORS


We consent to the reference to our firm under the caption "Experts" and to the
use of our report dated September 18, 2002, with respect to the financial
statements of Goodman Fielder Limited included in Amendment No. 2 to the
Registration Statement (Form F-4 No. 333-107085) and related Prospectus of Burns
Philp Capital Pty Limited, Burns Philp Capital (U.S.) Inc. and Burns, Philp &
Company Limited for the registration of $210,000,000, 10 3/4% Series B Senior
Subordinated Notes due 2011.


                                                /s/ Ernst & Young






Sydney, Australia
March 12, 2004