EXHIBIT 23






                          Independent Auditors' Consent


The Board of Directors
MEMC Electronic Materials, Inc.:

We consent to incorporation by reference in the registration statements (Nos.
33-96420, 333-19159, 333-43474, 333-83624 and 333-83628) on Form S-8 of MEMC
Electronic Materials, Inc. of our reports dated March 1, 2002, relating to the
consolidated balance sheets of MEMC Electronic Materials, Inc. and subsidiaries
as of December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity (deficiency), and cash flows for the periods
from January 1, 2001 through November 13, 2001 and from November 14, 2001
through December 31, 2001 and for each of the years in the two-year period ended
December 31, 2000, and the related schedule, which reports appear in or are
incorporated therein in the December 31, 2001 annual report on Form 10-K/A
Amendment No. 2 of MEMC Electronic Materials, Inc.

As discussed in Note 2 to the Consolidated Financial Statements, MEMC's former
majority shareholder divested of its interests in MEMC to an unaffiliated
investor group. The transaction has been accounted for as a purchase, and the
investor group's basis in MEMC has been pushed-down to the MEMC accounting
records creating a new basis of accounting, effective November 13, 2001. As a
result of the acquisition, the consolidated financial information for the period
after the acquisition is presented on a different cost basis than that for the
periods before the acquisition and, therefore, is not comparable.



                                                                    /s/ KPMG LLP






St. Louis, Missouri
May 24, 2002