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. 33-97612, 333-11611 and
333-11609  on Form S-8,  of our report  dated  March 27,  1998,  relating to the
consolidated  balance  sheets  of Wave  Systems  Corp.  and  subsidiaries  as of
December  31,  1997  and  1996,  and  the  related  consolidated  statements  of
operations,  stockholders' equity  (deficiency),  and cash flows for each of the
years in the three-year ended December 31, 1997 and for the period from February
12, 1998  (inception)  through  December  31, 1997 which  report  appears in the
December 31, 1997 annual report on Form 10-K of Wave Systems Corp.

Our report dated March 27, 1998 contains an  explanatory  paragraph  that states
that the Company has suffered  recurring  losses from operations since inception
that raise  substantial  doubt about its ability to continue as a going concern.
The consolidated  financial statements do not include any adjustments that might
result from the outcome of that uncertainty.

                                                       KPMG Peat Marwick LLP

Boston, Massachusetts
March 31, 1998