<PAGE>

     As filed with the Securities and Exchange Commission on July 26, 2001
                                                    Registration No. 333-_______

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       DIGITAL GENERATION SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)


           Delaware                                    94-3140772
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                        5221 North O'Connor Boulevard,
                        Suite 950, Irving, Texas 75039
             (Address of registrant's principal executive offices)

            DIGITAL GENERATION SYSTEMS, INC. 1992 STOCK OPTION PLAN
          DIGITAL GENERATION SYSTEMS, INC. 1995 DIRECTOR OPTION PLAN
            STARGUIDE DIGITAL NETWORKS, INC. 1996 STOCK OPTION PLAN
          STARGUIDE DIGITAL NETWORKS, INC. 1999 EQUITY INCENTIVE PLAN
                             (Full title of plan)

           Omar A. Choucair             Copy to:     David R. Earhart, Esq.
       Chief Financial Officer                      Gardere Wynne Sewell LLP
    Digital Generation Systems, Inc.                     1601 Elm Street
  5221 North O'Connor Blvd., Suite 950                     Suite 3000
        Irving, Texas 75039                             Dallas, Texas 75201
            (972) 402-4800                                (214) 999-4645

         (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
                                                                           Proposed maximum
   Title of each class                                  Proposed maximum       aggregate
   of securities to be                Amount to be     offering price per      offering          Amount of
        registered                   registered (1)        share  (2)            price        registration fee
------------------------------------------------------------------------------------------------------------------------
<S>                                  <C>               <C>                 <C>                <C>
Common Stock, $0.001 par
value:
1992 Stock Option Plan:
--shares subject to outstanding        3,899,096       $       4.30        $ 16,766,112.80    $    4,191.53
  options
--shares available for future          8,200,106       $       3.84        $ 31,488,407.04    $    7,872.02
  grant
1995 Director Option Plan:
--shares subject to outstanding          125,000       $       3.68        $    460,000.00    $      115.00
  options
--shares available for future            575,000       $       3.84        $  2,208,000.00    $      552.00
  grant
1996 Stock Option Plan:
--shares subject to outstanding        2,663,770       $       1.46        $  3,889,104.20    $      972.28
  options
1999 Equity Incentive Plan:
--shares subject to outstanding        2,134,436       $       2.34        $  4,994,580.24    $    1,248.65
  options
------------------------------------------------------------------------------------------------------------------------
TOTAL:                                17,597,408                           $ 59,806,204.28    $   14,951.48
========================================================================================================================
</TABLE>

(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, shares issuable
     upon any stock split, stock dividend or similar transaction with respect to
     these shares are also being registered hereunder.
(2)  Estimated solely for the purpose of calculating the registration fee, which
     has been computed in accordance with Rule 457(h) [based on the prices at
     which outstanding options may be exercised (as to 8,822,302 shares) and the
     average of the high and low prices for the Common Stock on July 23, 2001,
     as reported on the Nasdaq National Market System (as to 8,775,106 shares
     for which the exercise price is not known)].

Shares of Common Stock of the registrant for issuance upon exercise of employee
and director stock options have been heretofore registered under the
registrant's registration statements on Form S-8, File Nos. 333-4676,
333-25701 and 333-60611. These shares of Common Stock and the options are
described in the Section 10(a) prospectus for this registration statement in
accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended.
<PAGE>

     By Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on May 3, 1996, Registration File No. 333-4676 (the "Initial
Registration Statement"), Digital Generation Systems, Inc., a Delaware
corporation (the "Registrant"), registered 1,650,798 shares of common stock,
$0.001 par value per share (the "Common Stock"), under the Digital Generation
Systems, Inc. 1992 Stock Option Plan (the "1992 Plan"), 500,000 shares of Common
Stock under the Digital Generation Systems, Inc. 1995 Employee Stock Purchase
Plan (the "1995 Purchase Plan") and 75,000 shares of Common Stock under the
Digital Generation Systems, Inc. 1995 Director Option Plan (the "1995 Director
Plan"). By Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on April 23, 1997, Registration File No. 333-25701.
Registrant registered an additional 700,000 shares of Common Stock under the
1992 Plan and 25,000 shares of Common Stock under the 1995 Director Plan. By
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on August 4, 1998, Registration File No. 333-60611, Registrant
registered an additional 500,000 shares of Common Stock under the 1992 Plan. By
Post-Effective Amendment to the Initial Registration Statement, Registrant
corrected the name of the 1995 Purchase Plan and reduced the number of shares
registered under the 1995 Purchase Plan to 200,000 shares of Common Stock.

     By this Registration Statement, the Registrant is registering an additional
12,099,202 shares of Common Stock under the 1992 Plan, an additional 700,000
shares of Common Stock under the 1995 Director Plan, 2,663,770 shares of Common
Stock under the StarGuide Digital Networks, Inc. 1996 Stock Option Plan (the
"1996 StarGuide Plan") and 2,134,436 shares of Common Stock under the StarGuide
Digital Networks, Inc. 1999 Equity Incentive Plan (the "1999 StarGuide Plan").
StarGuide Digital Networks, Inc., a Nevada corporation ("StarGuide"), is a
wholly owned subsidiary of Registrant.  The Registrant assumed the options under
the 1996 StarGuide Plan and the 1999 StarGuide Plan in connection with the
merger of SG Nevada Merger Sub Inc., a Nevada corporation and wholly owned
subsidiary of Registrant, with and into StarGuide on January 17, 2001.

                                    PART II

Item 3.  Incorporation of Documents by Reference

  The Registrant is allowed to "incorporate by reference" the information that
is filed with the Securities and Exchange Commission, which means that the
Registrant can disclose important information by referring to those documents.
The information incorporated by reference is considered to be part of this
registration statement, and later information filed with the Securities and
Exchange Commission will update and supersede information filed earlier.  The
documents listed below, and any future filings made by the Registrant with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended, are incorporated by reference:

  (a)  Quarterly Report on Form 10-Q for the three months ended March 31, 2001,
       as filed on May 15, 2001.

  (b)  Amended Annual Report on Form 10-K/A for the fiscal year ended December
       31, 2000, as filed on April 30, 2001.

  (c)  Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
       as filed on March 30, 2001.

  (d)  Current Report on Form 8-K/A, as filed on March 30, 2001.

  (e)  Current Report on Form 8-K, as filed on January 18, 2001.

  (f)  Amended Registration Statement on Form S-4/A, as filed on October 16,
       2000.

Item 6.  Indemnification of Directors and Officers

  The Registrant's Certificate of Incorporation provides that no director of the
Registrant will be personally liable to the Registrant or any of its
stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director, with certain limited exceptions.

                               Part II - Page 1
<PAGE>

  Pursuant to the provisions of Section 145 of the Delaware General Corporation
Law ("DGCL"), every Delaware corporation has the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving in
such a capacity at the request of the corporation for another corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses, judgments, fines and amounts paid in settlement and reasonably
incurred in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests, or not opposed to the
best interests, of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

  The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.

  The Registrant's Certificate of Incorporation contains provisions authorizing
it to indemnify its officers and directors to the fullest extent permitted by
the DGCL.

Item 8.  Exhibits

     In addition to the exhibits filed or incorporated by reference into the
Initial Registration Statement or subsequent registration statements, the
following documents are filed as Exhibits to this Registration Statement:

       4.1  Digital Generation Systems, Inc. 1992 Stock Option Plan, as amended
            and restated as of November 21, 2000

       4.2  Digital Generation Systems, Inc. 1995 Director Option Plan, as
            amended and restated as of June 14, 2001

       4.3  StarGuide Digital Networks, Inc. 1996 Stock Option Plan

       4.4  StarGuide Digital Networks, Inc. 1999 Equity Incentive Plan

       5.1  Opinion of Gardere Wynne Sewell LLP

      23.1  Consent of Independent Public Accountants

      23.2  Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1)

      24.1  Power of Attorney (set forth on the signature page of this
            Registration Statement)

Item 9.  Undertakings

  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses

                               Part II - Page 2
<PAGE>

incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)    To include any prospectus required by Section 10(a)(3) of the
                 Act;

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective registration statement; and

          (iii)  To include any material information with respect to the Plan of
                 Distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

     (2)  That, for the purpose of determining any liability under the Act, each
          such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                               Part II - Page 3
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, and the State of Texas, on July 25, 2001.

                                   DIGITAL GENERATION SYSTEMS, INC.


                                   By:  /s/ Matthew E. Devine
                                       -----------------------------------------
                                       Matthew E. Devine
                                       Chief Executive Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Scott K. Ginsburg and Matthew E. Devine, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any or all amendments to this registration statement
and additional registration statements relating to the same offering, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

  Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.

<TABLE>
<CAPTION>
             Name                             Title                            Date
             ----                             -----                            ----
<S>                                 <C>                                    <C>

 /s/ Scott K. Ginsburg
-------------------------------     Chairman of the Board of               July 25, 2001
     Scott K. Ginsburg                      Directors

 /s/ Matthew E. Devine
-------------------------------           Director and                     July 25, 2001
     Matthew E. Devine               Chief Executive Officer
                                  (Principal Executive Officer)


 /s/ Omar A. Choucair
-------------------------------           Director and                     July 25, 2001
     Omar A. Choucair                Chief Financial Officer
                                  (Principal Financial Officer
                                    and Principal Accounting
                                            Officer)

 /s/ Lawrence D. Lenihan, Jr.
-------------------------------             Director                       July 25, 2001
     Lawrence D. Lenihan, Jr.
</TABLE>

Signature Page
<PAGE>

<TABLE>
<S>                                         <C>                            <C>
 /s/ David M. Kantor                                                       July 25, 2001
-------------------------------             Director
     David M. Kantor

 /s/ Cappy R. McGarr
-------------------------------             Director                       July 25, 2001
     Cappy R. McGarrr

 /s/ Robert J. Schlegel
-------------------------------             Director                       July 25, 2001
     Robert J. Schlegel

 /s/ Kevin C. Howe
-------------------------------             Director                       July 25, 2001
     Kevin C. Howe

 /s/ Jeffrey A. Dankworth
-------------------------------             Director                       July 25, 2001
     Jeffrey A. Dankworth

 /s/ Eric L. Bernthal
-------------------------------             Director                       July 25, 2001
     Eric L. Bernthal
</TABLE>

Signature Page
<PAGE>

                               INDEX TO EXHIBITS


          EXHIBIT             DESCRIPTION
          -------             -----------

          4.1                 Digital Generation Systems, Inc. 1992 Stock Option
                              Plan, as amended and restated as of November 21,
                              2000
          4.2                 Digital Generation Systems, Inc. 1995 Director
                              Option Plan, as amended and restated as of
                              June 14, 2001
          4.3                 StarGuide Digital Networks, Inc. 1996 Stock Option
                              Plan
          4.4                 StarGuide Digital Networks, Inc. 1999 Equity
                              Incentive Plan
          5.1                 Opinion of Gardere Wynne Sewell LLP
         23.1                 Consent of KPMG LLP
         23.2                 Consent of Gardere Wynne Sewell LLP (included in
                              Exhibit 5.1)
         24.1                 Power of Attorney (included on signature page)
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 21258}]
{"company-data": {"conformed-name": "DIGITAL GENERATION SYSTEMS INC", "cik": "0000934448", "assigned-sic": "7311", "irs-number": "943140772", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65978", "film-number": "1690154"}, "business-address": {"street1": "5221 NORTH OCONNOR BLVD", "city": "IRVING", "state": "TX", "zip": "75039", "phone": "4155466600"}, "mail-address": {"street1": "5221 NORTH OCONNOR BLVD", "city": "IRVING", "state": "TX", "zip": "75039"}}
As filed with the Securities and Exchange Commission on July 26, 2001
                                                    Registration No. 333-_______

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   Form S-8
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                       DIGITAL GENERATION SYSTEMS, INC.
            (Exact name of registrant as specified in its charter)

           Delaware                                    94-3140772
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                     Identification No.)

                        5221 North O'Connor Boulevard,
                        Suite 950, Irving, Texas 75039
             (Address of registrant's principal executive offices)

            DIGITAL GENERATION SYSTEMS, INC. 1992 STOCK OPTION PLAN
          DIGITAL GENERATION SYSTEMS, INC. 1995 DIRECTOR OPTION PLAN
            STARGUIDE DIGITAL NETWORKS, INC. 1996 STOCK OPTION PLAN
          STARGUIDE DIGITAL NETWORKS, INC. 1999 EQUITY INCENTIVE PLAN
                             (Full title of plan)

           Omar A. Choucair             Copy to:     David R. Earhart, Esq.
       Chief Financial Officer                      Gardere Wynne Sewell LLP
    Digital Generation Systems, Inc.                     1601 Elm Street
  5221 North O'Connor Blvd., Suite 950                     Suite 3000
        Irving, Texas 75039                             Dallas, Texas 75201
            (972) 402-4800                                (214) 999-4645

         (Name and address, including zip code, and telephone number,
            including area code, of registrant's agent for service)

                        CALCULATION OF REGISTRATION FEE
========================================================================================================================
                                                                           Proposed maximum
   Title of each class                                  Proposed maximum       aggregate
   of securities to be                Amount to be     offering price per      offering          Amount of
        registered                   registered (1)        share  (2)            price        registration fee
------------------------------------------------------------------------------------------------------------------------
Common Stock, $0.001 par
value:
1992 Stock Option Plan:
--shares subject to outstanding        3,899,096       $       4.30        $ 16,766,112.80    $    4,191.53
  options
--shares available for future          8,200,106       $       3.84        $ 31,488,407.04    $    7,872.02
  grant
1995 Director Option Plan:
--shares subject to outstanding          125,000       $       3.68        $    460,000.00    $      115.00
  options
--shares available for future            575,000       $       3.84        $  2,208,000.00    $      552.00
  grant
1996 Stock Option Plan:
--shares subject to outstanding        2,663,770       $       1.46        $  3,889,104.20    $      972.28
  options
1999 Equity Incentive Plan:
--shares subject to outstanding        2,134,436       $       2.34        $  4,994,580.24    $    1,248.65
  options
------------------------------------------------------------------------------------------------------------------------
TOTAL:                                17,597,408                           $ 59,806,204.28    $   14,951.48
========================================================================================================================
(1)  Pursuant to Rule 416(c) under the Securities Act of 1933, shares issuable
     upon any stock split, stock dividend or similar transaction with respect to
     these shares are also being registered hereunder.
(2)  Estimated solely for the purpose of calculating the registration fee, which
     has been computed in accordance with Rule 457(h) [based on the prices at
     which outstanding options may be exercised (as to 8,822,302 shares) and the
     average of the high and low prices for the Common Stock on July 23, 2001,
     as reported on the Nasdaq National Market System (as to 8,775,106 shares
     for which the exercise price is not known)].

Shares of Common Stock of the registrant for issuance upon exercise of employee
and director stock options have been heretofore registered under the
registrant's registration statements on Form S-8, File Nos. 333-4676,
333-25701 and 333-60611. These shares of Common Stock and the options are
described in the Section 10(a) prospectus for this registration statement in
accordance with Rule 429 of the General Rules and Regulations under the
Securities Act of 1933, as amended.
By Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on May 3, 1996, Registration File No. 333-4676 (the "Initial
Registration Statement"), Digital Generation Systems, Inc., a Delaware
corporation (the "Registrant"), registered 1,650,798 shares of common stock,
$0.001 par value per share (the "Common Stock"), under the Digital Generation
Systems, Inc. 1992 Stock Option Plan (the "1992 Plan"), 500,000 shares of Common
Stock under the Digital Generation Systems, Inc. 1995 Employee Stock Purchase
Plan (the "1995 Purchase Plan") and 75,000 shares of Common Stock under the
Digital Generation Systems, Inc. 1995 Director Option Plan (the "1995 Director
Plan"). By Registration Statement on Form S-8 filed with the Securities and
Exchange Commission on April 23, 1997, Registration File No. 333-25701.
Registrant registered an additional 700,000 shares of Common Stock under the
1992 Plan and 25,000 shares of Common Stock under the 1995 Director Plan. By
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission on August 4, 1998, Registration File No. 333-60611, Registrant
registered an additional 500,000 shares of Common Stock under the 1992 Plan. By
Post-Effective Amendment to the Initial Registration Statement, Registrant
corrected the name of the 1995 Purchase Plan and reduced the number of shares
registered under the 1995 Purchase Plan to 200,000 shares of Common Stock.

     By this Registration Statement, the Registrant is registering an additional
12,099,202 shares of Common Stock under the 1992 Plan, an additional 700,000
shares of Common Stock under the 1995 Director Plan, 2,663,770 shares of Common
Stock under the StarGuide Digital Networks, Inc. 1996 Stock Option Plan (the
"1996 StarGuide Plan") and 2,134,436 shares of Common Stock under the StarGuide
Digital Networks, Inc. 1999 Equity Incentive Plan (the "1999 StarGuide Plan").
StarGuide Digital Networks, Inc., a Nevada corporation ("StarGuide"), is a
wholly owned subsidiary of Registrant.  The Registrant assumed the options under
the 1996 StarGuide Plan and the 1999 StarGuide Plan in connection with the
merger of SG Nevada Merger Sub Inc., a Nevada corporation and wholly owned
subsidiary of Registrant, with and into StarGuide on January 17, 2001.

                                    PART II

Item 3.  Incorporation of Documents by Reference

  The Registrant is allowed to "incorporate by reference" the information that
is filed with the Securities and Exchange Commission, which means that the
Registrant can disclose important information by referring to those documents.
The information incorporated by reference is considered to be part of this
registration statement, and later information filed with the Securities and
Exchange Commission will update and supersede information filed earlier.  The
documents listed below, and any future filings made by the Registrant with the
Securities and Exchange Commission under Sections 13(a), 13(c), 14, or 15(d) of
the Securities Exchange Act of 1934, as amended, are incorporated by reference:

  (a)  Quarterly Report on Form 10-Q for the three months ended March 31, 2001,
       as filed on May 15, 2001.

  (b)  Amended Annual Report on Form 10-K/A for the fiscal year ended December
       31, 2000, as filed on April 30, 2001.

  (c)  Annual Report on Form 10-K for the fiscal year ended December 31, 2000,
       as filed on March 30, 2001.

  (d)  Current Report on Form 8-K/A, as filed on March 30, 2001.

  (e)  Current Report on Form 8-K, as filed on January 18, 2001.

  (f)  Amended Registration Statement on Form S-4/A, as filed on October 16,
       2000.

Item 6.  Indemnification of Directors and Officers

  The Registrant's Certificate of Incorporation provides that no director of the
Registrant will be personally liable to the Registrant or any of its
stockholders for monetary damages arising from the director's breach of
fiduciary duty as a director, with certain limited exceptions.

                               Part II - Page 1
Pursuant to the provisions of Section 145 of the Delaware General Corporation
Law ("DGCL"), every Delaware corporation has the power to indemnify any person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (other than an action by or in
the right of the corporation) by reason of the fact that such person is or was a
director, officer, employee or agent of the corporation or is or was serving in
such a capacity at the request of the corporation for another corporation,
partnership, joint venture, trust or other enterprise, against any and all
expenses, judgments, fines and amounts paid in settlement and reasonably
incurred in connection with such action, suit or proceeding. The power to
indemnify applies only if such person acted in good faith and in a manner such
person reasonably believed to be in the best interests, or not opposed to the
best interests, of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his or her conduct was unlawful.

  The power to indemnify applies to actions brought by or in the right of the
corporation as well, but only to the extent of defense and settlement expenses
and not to any satisfaction of a judgment or settlement of the claim itself, and
with the further limitation that in such actions no indemnification shall be
made in the event of any adjudication of negligence or misconduct unless the
court, in its discretion, believes that in light of all the circumstances
indemnification should apply.

  The Registrant's Certificate of Incorporation contains provisions authorizing
it to indemnify its officers and directors to the fullest extent permitted by
the DGCL.

Item 8.  Exhibits

     In addition to the exhibits filed or incorporated by reference into the
Initial Registration Statement or subsequent registration statements, the
following documents are filed as Exhibits to this Registration Statement:

       4.1  Digital Generation Systems, Inc. 1992 Stock Option Plan, as amended
            and restated as of November 21, 2000

       4.2  Digital Generation Systems, Inc. 1995 Director Option Plan, as
            amended and restated as of June 14, 2001

       4.3  StarGuide Digital Networks, Inc. 1996 Stock Option Plan

       4.4  StarGuide Digital Networks, Inc. 1999 Equity Incentive Plan

       5.1  Opinion of Gardere Wynne Sewell LLP

      23.1  Consent of Independent Public Accountants

      23.2  Consent of Gardere Wynne Sewell LLP (included in Exhibit 5.1)

      24.1  Power of Attorney (set forth on the signature page of this
            Registration Statement)

Item 9.  Undertakings

  Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses

                               Part II - Page 2
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.

  The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales are being made, a
          post-effective amendment to this registration statement:

          (i)    To include any prospectus required by Section 10(a)(3) of the
                 Act;

          (ii)   To reflect in the prospectus any facts or events arising after
                 the effective date of the registration statement (or the most
                 recent post-effective amendment thereof) which, individually or
                 in the aggregate, represent a fundamental change in the
                 information set forth in the registration statement.
                 Notwithstanding the foregoing, any increase or decrease in
                 volume of securities offered (if the total dollar value of
                 securities offered would not exceed that which was registered)
                 and any deviation from the low or high end of the estimated
                 maximum offering range may be reflected in the form of
                 prospectus filed with the Commission pursuant to Rule 424(b)
                 if, in the aggregate, the changes in volume and price represent
                 no more than a 20 percent change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective registration statement; and

          (iii)  To include any material information with respect to the Plan of
                 Distribution not previously disclosed in the registration
                 statement or any material change to such information in the
                 registration statement;

     (2)  That, for the purpose of determining any liability under the Act, each
          such post-effective amendment shall be deemed to be a new registration
          statement relating to the securities offered therein, and the offering
          of such securities at that time shall be deemed to be the initial bona
          fide offering thereof.

     (3)  To remove from registration by means of a post-effective amendment any
          of the securities being registered which remain unsold at the
          termination of the offering.

     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange Act of 1934) that
is incorporated by reference in this registration statement shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                               Part II - Page 3
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, and the State of Texas, on July 25, 2001.

                                   DIGITAL GENERATION SYSTEMS, INC.

                                   By:  /s/ Matthew E. Devine
                                       -----------------------------------------
                                       Matthew E. Devine
                                       Chief Executive Officer

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Scott K. Ginsburg and Matthew E. Devine, and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any or all amendments to this registration statement
and additional registration statements relating to the same offering, and to
file the same, with all exhibits thereto, and all other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorneys-in-
fact and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.

  Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
dates indicated.
Name                             Title                            Date
             ----                             -----                            ----
/s/ Scott K. Ginsburg
-------------------------------     Chairman of the Board of               July 25, 2001
     Scott K. Ginsburg                      Directors

 /s/ Matthew E. Devine
-------------------------------           Director and                     July 25, 2001
     Matthew E. Devine               Chief Executive Officer
                                  (Principal Executive Officer)

 /s/ Omar A. Choucair
-------------------------------           Director and                     July 25, 2001
     Omar A. Choucair                Chief Financial Officer
                                  (Principal Financial Officer
                                    and Principal Accounting
                                            Officer)

 /s/ Lawrence D. Lenihan, Jr.
-------------------------------             Director                       July 25, 2001
     Lawrence D. Lenihan, Jr.
Signature Page
/s/ David M. Kantor                                                       July 25, 2001
-------------------------------             Director
     David M. Kantor

 /s/ Cappy R. McGarr
-------------------------------             Director                       July 25, 2001
     Cappy R. McGarrr

 /s/ Robert J. Schlegel
-------------------------------             Director                       July 25, 2001
     Robert J. Schlegel

 /s/ Kevin C. Howe
-------------------------------             Director                       July 25, 2001
     Kevin C. Howe

 /s/ Jeffrey A. Dankworth
-------------------------------             Director                       July 25, 2001
     Jeffrey A. Dankworth

 /s/ Eric L. Bernthal
-------------------------------             Director                       July 25, 2001
     Eric L. Bernthal
Signature Page
INDEX TO EXHIBITS

          EXHIBIT             DESCRIPTION
          -------             -----------

          4.1                 Digital Generation Systems, Inc. 1992 Stock Option
                              Plan, as amended and restated as of November 21,
                              2000
          4.2                 Digital Generation Systems, Inc. 1995 Director
                              Option Plan, as amended and restated as of
                              June 14, 2001
          4.3                 StarGuide Digital Networks, Inc. 1996 Stock Option
                              Plan
          4.4                 StarGuide Digital Networks, Inc. 1999 Equity
                              Incentive Plan
          5.1                 Opinion of Gardere Wynne Sewell LLP
         23.1                 Consent of KPMG LLP
         23.2                 Consent of Gardere Wynne Sewell LLP (included in
                              Exhibit 5.1)
         24.1                 Power of Attorney (included on signature page)