EXHIBIT 23.4

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KPMG LLP
Chartered Accountants

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                   REPORT AND CONSENT OF INDEPENDENT AUDITORS


The Board of Directors
Videotron Ltee
300 Viger Avenue East
Montreal, Quebec, Canada
H2X 3W4


The audits referred to in our report dated January 21, 2003, except as to note
22 (e) which is as of October 8, 2003, included the related financial statement
schedule as at and for each of the years in the three-year period ended December
31, 2002, included in the registration statement. This financial statement
schedule is the responsibility of the Company's management. Our responsibility
is to express an opinion on this financial statement schedule based on our
audits. In our opinion, such financial statement schedule, when considered in
relation to the basic combined financial statements taken as a whole, presents
fairly in all material respects the information set forth therein.

We consent to the use of our auditors' report dated January 21, 2003, except as
to note 22 (e), which is as of October 8, 2003, on the combined balance sheets
of Videotron Ltee as at December 31, 2001 and 2002, and the combined statements
of operations, shareholder's equity and cash flows for each of the years in the
three-year period ended December 31, 2002 included herein and to the reference
to our firm under the heading "Independent Auditors" and "Selected Combined
Financial and Operating Data" in the Prospectus.


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Montreal, Canada
January 8, 2004






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