Windy Hill Pet Food Co Inc – ‘S-4/A’ on 9/9/97 – EX-23.1

As of:  Tuesday, 9/9/97   ·   Accession #:  912057-97-30230   ·   File #:  333-30261

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           140    836K 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion of Richards & O'Neil-Legality of New Notes     5     21K 
 3: EX-8.1      Opinion of Richards & O'Neil-Certain Tax Matters       2     11K 
 4: EX-23.1     Consent of Kpmg                                        1      6K 
 5: EX-23.2     Consent of Coopers & Lybrand                           1      6K 
 6: EX-99.1     Exchange Agent Agreement                              10     41K 

EX-23.1   —   Consent of Kpmg

EX-23.1
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[KPMG PEAT MARWICK LETTERHEAD]    

                                                  EXHIBIT 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS        

The Board of Directors                                                          
Windy Hill Pet Food Company, Inc.                                               

We consent to the use of our reports (dated June 6, 1997 with respect to        
Windy Hill Pet Food Company, Inc. and June 6, 1997 with respect to the Pet      
Food Division (a division of Hubbard Milling Company)) included herein and to   
the reference to our firm under the heading "Experts" in the registration       
statement.                                                                      

           /s/ KPMG Peat Marwick LLP

San Francisco, California                                                       
September 9, 1997                                                               

Dates Referenced Herein

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		9/9/97		None on these Dates
		6/6/97
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