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Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We hereby consent to the use in this Registration Statement on Form F-1 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 9, 2000
