<PAGE> 1
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form F-1
(registration no. 333-38956) of our audit report and our "Comments by Auditors
for U.S. Readers on Canada-U.S. Reporting Difference" dated October 15, 1999,
relating to the financial statements of EXFO Electro-Optical Engineering Inc.,
which appear in such Registration Statement. We also consent to the references
to us under the headings "Summary Consolidated Financial Data", "Selected
Consolidated Financial Information" and "Experts" in such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
Quebec, Quebec, Canada
June 28, 2000
