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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-3 of our report dated May 15, 2000 relating to the financial
statements and the financial statement schedule, which appear in Intraware,
Inc.'s Annual Report on Form 10-K and in Intraware, Inc.'s Form 10K/A for the
year ended February 29, 2000. We also consent to the reference to us under the
heading "Experts" in such Registration Statement.
/s/ PricewaterhouseCoopers, LLP
San Jose, California
November 9, 2000
