Exhibit 23.1


                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Modtech Holdings, Inc.:

We consent to incorporation by reference in the registration statements (No.
333-102933, No. 333-91204, No. 333-79023, and No. 333-81169) on Form S-8 of
Modtech Holdings, Inc. of our report dated March 5, 2003 relating to the
consolidated balance sheets of Modtech Holdings, Inc. and subsidiaries as of
December 31, 2001 and 2002 and the related consolidated statements of
operations, shareholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 2002 and the related financial statement
schedule, which report appears in the December 31, 2002 annual report on Form
10-K of Modtech Holdings, Inc.

As discussed in Notes 1 and 7 to the consolidated financial statements, the
Company changed its method of accounting for goodwill and intangible assets in
2002.



Orange County, California
March 31, 2003