EXHIBIT 23.1

                          [LETTERHEAD OF GVILLI & CO.]




                        CONSENT OF INDEPENDENT AUDITORS



We  hereby  consent  to  the  use  in  this  Registration  of  Securities  by  a
Small-Business  Issuer (Form SB-2/A) of our report dated April 29, 2002 relating
to  the  audited financial statements of Lapis Technologies, Inc. And Subsidiary
as  of  December  31,  2001  and for the two years ended December 31, 2001 which
appears  in  such Form SB-2/A.  We also consent to the reference to us under the
headings  "Experts"  in  such  Form  SB-2/A.





/s/  Gvilli  &  Co.
Gvilli  &  Co.


Tel  Aviv,  Israel
February  9,  2003



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