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EXHIBIT 23.3
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in this Amendment No. 1
to Registration Statement on Form S-3 of our report dated March 10, 2000, except
as to Note 13, which is as of June 21, 2000, with respect to the consolidated
balance sheets of Atmosphere Networks, Inc. and subsidiary as of December 31,
1999 and 1998, and the related consolidated statements of operations,
stockholders' equity and cash flows for each of the years in the two-year period
ended December 31, 1999, which report appears in the Current Report on Form
8-K/A of Ditech Communications Corporation dated September 12, 2000. We also
consent to the reference to us under the heading "Experts" in such Amendment to
Registration Statement.
/s/ KPMG LLP
Mountain View, California
September 12, 2000
