EXHIBIT 23.4





                        CONSENT OF INDEPENDENT AUDITORS





The Board of Directors
Davidson & Associates, Inc.

We consent to the use of our report incorporated herein by reference with
respect to the consolidated balance sheet of Davidson & Associates, Inc. and
subsidiaries as of December 31, 1995 and the related consolidated statements
of earnings, shareholders' equity, and cash flows and related schedule for
each of the years in the two-year period ended December 31, 1995, and to the
reference to our firm under the heading "Experts" in the prospectus.



                                          /s/KPMG Peat Marwick LLP

Long Beach, California
August 27, 1997