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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No. 333-51783) pertaining to the Denali Incorporated 1997 Incentive Stock
Option Plan and the Registration Statement (Form S-8 No. 333-91947) pertaining
to the Denali Incorporated 1999 Stock Incentive Plan of our report dated
September 29, 2000, with respect to the consolidated financial statements and
schedule of Denali Incorporated included in the Annual Report (Form 10-K) for
the year ended July 1, 2000.
ERNST & YOUNG LLP
Houston, Texas
October 12, 2000
