**EXHIBIT 23.1**

 

**Consent of Independent Registered Public AccountingFirm**

 

We consent to incorporationby reference in the registration statements (Nos. 333-4676, 333-65978,333-25701 and 333-60611) on Form S-8 and registration statements (Nos.333-70045, 333-65980 and 333-112122) on Form S-3 of Digital Generation Systems,Inc. of our report dated February 15, 2005, except for note 2 - stock optionplans, which is as of January 17, 2006, relating to the consolidated balancesheets of Digital Generation Systems, Inc. and subsidiaries as of December 31,2004 and 2003, and the related consolidated statements of operations,stockholders’ equity (deficit), and cash flows for each of the years in thethree-year period ended December 31, 2004, and the related schedule, whichreport appears in the December 31, 2004 annual report on Form 10-K of DigitalGeneration Systems, Inc. Our report on the consolidated financial statementsrefers to the Company’s change in its method of accounting for goodwill andother intangible assets in accordance with Statement of Financial AccountingStandards No. 142, *Goodwill and OtherIntangible Assets* in 2002.

 

Our report dated April 28,2005, on management’s assessment of the effectiveness of internal control overfinancial reporting and the effectiveness of internal control over financialreporting as of December 31, 2004, expresses our opinion that DigitalGeneration Systems, Inc. did not maintain effective internal control overfinancial reporting as of December 31, 2004 because of the effect of a materialweakness on the achievement of the objectives of the control criteria andcontains an explanatory paragraph that states as a result of its evaluation ofthe Company’s internal control over financial reporting, management hasidentified a material weakness. Specifically, management has concluded that theCompany’s review of the reversal of valuation allowances with respect to itsdeferred tax assets was inadequate. This material weakness resulted inaccounting errors.

 

Our report dated April 28,2005, on management’s assessment of the effectiveness of internal control overfinancial reporting and the effectiveness of internal control over financialreporting as of December 31, 2004, contains an explanatory paragraph thatstates the scope of Digital Generation Systems’ evaluation excluded theBroadcast Division of Applied Graphics Technologies, Inc. (Broadcast), theassets of which the Company acquired on June 1, 2004, and the Source TVbusiness (Source), the assets of which the Company acquired on August 31, 2004.Accordingly, management’s assessment of the Company’s internal control overfinancial reporting does not include internal control over financial reportingof either Broadcast or Source. The Broadcast assets represented 18% of the Company’stotal assets at December 31, 2004, and generated 19% of the Company’s totalrevenues during the year ended December 31, 2004. The Source assets represented4% of the Company’s total assets at December 31, 2004, and generated 1% of theCompany’s total revenues during the year ended December 31, 2004. Our audit ofinternal control over financial reporting of Digital Generation Systems alsoexcluded an evaluation of the internal control over financial reporting of bothBroadcast and Source.

 

KPMG LLP

 

Dallas, Texas

January 20, 2006

 

----