<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our reports dated May 15, 2000 relating to the
financial statements and financial statement schedule, which appear in
Intraware, Inc.'s Annual Report on Form 10-K for the year ended February 29,
2000, as amended on the Form 10-K/A filed on November 9, 2000. We also consent
to the reference to us under the heading "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
January 17, 2001
