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                               F-44


                                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. 333-46330, 333-33236, 333-92845, 333-38265, 333-28819, 333-20017,
333-73236 and 333-65648 on Form S-3 and Nos. 333-88665, 333-68911, 333-69041,
33-97612, 333-11611 and 333-11609 on Form S-8, of our report dated March 7,
2002, relating to the consolidated balance sheets of Wave Systems Corp. and
subsidiaries as of December 31, 2001 and 2000, and the related consolidated
statements of operations, stockholders' equity (deficiency) and other
comprehensive income (loss), and cash flows for each of the years in the
three-year period ended December 31, 2001 and for the period from February
12, 1988 (inception) through December 31, 2001 which report appears in the
December 31, 2001 annual report on Form 10-K of Wave Systems Corp.

                                       KPMG LLP


                                       /s/ KPMG LLP

Boston, Massachusetts
March 29, 2002