EXHIBIT 23.1.2



                         CONSENT OF INDEPENDENT AUDITORS

The Annual Report of Generex Biotechnology Corporation and Subsidiaries (the
Company) for its fiscal year ended July 31, 2002, includes our report dated
September 14, 2000, on the consolidated financial statements of the Company as
of July 31, 2000 and for the years then ended. We consent to the incorporation
by reference of our report on such consolidated financial statements in the
following registration statements of the Company on Form S-3: registration
numbers 333-67118, 333-51194, and 333-42452.

/s/ WithumSmith+Brown
New Brunswick, New Jersey
October 29, 2002