INTERWOVEN INC
S-8, EX-23.02, 2000-07-31
PREPACKAGED SOFTWARE
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                      CONSENT OF INDEPENDENT ACCOUNTANTS


      We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 28, 2000, except for Note 10,
which is dated February 1, 2000, relating to the financial statements, which
appear in Interwoven, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999.


/s/ PricewaterhouseCoopers LLP

San Jose, California
July 31, 2000


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