EXHIBIT 23.1

                         CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Wave Systems Corp.:

We consent to the incorporation by reference in the registration statements
Nos. 333-38265, 333-28819, and 333-20017 on Form S-3 and Nos. 333-68911,
333-69041, 33-97612, 333-11611 and 333-11609 on Form S-8, of our report
dated March 10, 2000, relating to the consolidated balance sheets of Wave
Systems Corp. and subsidiaries as of December 31, 1999 and 1998, and the
related consolidated statements of operations, stockholders' equity
(deficiency) and other comprehensive income, and cash flows for each of
the years in the three-year period ended December 31, 1999 and for the period
from February 12, 1988 (inception) through December 31, 1999 which report
appears in the December 31, 1999 annual report on Form 10-K of Wave Systems
Corp.


                                                         KPMG LLP

                                                         /s/ KPMG LLP

Boston, Massachusetts
March 21, 2000