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

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FORM 10-K/A
AMENDMENT NO. 1

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the fiscal year ended December 31, 2000
OR

[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED)

For the transition period from to .

Commission file number 000-27287

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INTERTRUST TECHNOLOGIES CORPORATION
(Exact name of registrant as specified in its charter)

Delaware 52-1672106
(State of incorporation) (IRS Employer Identification No.)

4750 Patrick Henry Drive, Santa Clara, California 95054
(Address of principal executive offices, including ZIP code)

(408) 855-0100
(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001

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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. [X] Yes [_] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [_]

The aggregate market value of voting common stock held by non-affiliates of
the registrant as of March 30, 2001 was approximately $349 million. Shares of
common stock held by each officer and director have been excluded in that such
persons may be deemed to be affiliates. This determination of affiliate status
is not necessarily a conclusive determination for other purposes.

As of March 31, 2001, 93,516,968 shares of the registrant's common stock
were outstanding.

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INTERTRUST TECHNOLOGIES CORPORATION

FORM 10-K/A

DECEMBER 31, 2000

TABLE OF CONTENTS

Item Page No.
---- --------

PART III

10. Directors and Executive Officers of the Registrant............ 3
11. Executive Compensation and Related Information................ 7
Security Ownership of Certain Beneficial Owners and
12. Management.................................................... 13
13. Related Party Transactions.................................... 14

Signatures.................................................... 15

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Our executive officers and directors, and their ages and positions as of
March 31, 2001, are as follows:

Name Age Position
---- --- --------

Chairman of the Board and Chief Executive
Victor Shear................ 53 Officer

David Ludvigson............. 50 President

David C. Chance............. 44 Executive Vice Chairman

Edmund J. Fish.............. 38 Director and President, MetaTrust Utility

Greg Wood................... 42 Chief Financial Officer

David P. Maher.............. 50 Chief Technology Officer

Patrick P. Nguyen........... 34 Senior Vice President, Corporate
Development

Ronald Hankison............. 60 Senior Vice President and General Manager
of Development and Technical Operations

Talal Shamoon............... 37 Senior Vice President, Business
Development

Bruce Fredrickson........... 58 Director

Satish K. Gupta............. 56 Director

David Lockwood.............. 41 Director

Timo Ruikka................. 44 Director

Victor Shear has served as chairman of the board and chief executive
officer of InterTrust since our inception in January 1990. Before founding
InterTrust, Mr. Shear co-founded Personal Library Software, Inc., a text and
document database company, in June 1986. Mr. Shear served as chairman,
president and chief executive officer of Data Scientific Corporation, a
software developer of scientific workstations, from May 1982 to February 1985.
Mr. Shear received a B.A. in sociology from Brandeis University.

David Ludvigson has served as president of InterTrust since August 2000.
Before joining InterTrust, Mr. Ludvigson served as chief operating officer of
Matrix Pharmaceutical, Inc., a drug company, from November 1999 to August 2000
and as senior vice president and chief financial officer from September 1998
to November 1999. From February 1996 to June 1998, Mr. Ludvigson served as
president and chief operating officer and as a member of the board of
directors of NeTpower Inc., a computer workstation company. From October 1993
to February 1996 he was vice president and chief financial officer of IDEC
Pharmaceuticals Corporation, a biotechnology company. Mr. Ludvigson received
B.S. and M.A.S. degrees in accounting from the University of Illinois.

David C. Chance joined InterTrust as an officer and board member with the
title executive vice chairman in October 1999. Before joining InterTrust, from
January 1994 to January 1998, Mr. Chance was deputy managing director of BskyB
Group Ltd., a leading United Kingdom pay-television and media company, and
continued to serve as a consultant and non-executive director until August
1999. In addition, Mr. Chance is a non-executive director of Modern Times
Group, the primary pay-television operator in Scandinavia, and Sunderland
football club. Mr. Chance also serves on the board of the New Millenium
Experience Company, responsible for the Millenium Dome project in London. Mr.
Chance received a B.S. in psychology, a B.A. in industrial relations, and an
M.B.A. from the University of North Carolina at Chapel Hill.

Edmund J. Fish has served as a director and president, MetaTrust Utility of
InterTrust since December 2000. From January 2000 to December 2000, Mr. Fish
served as executive vice president and chief business officer of InterTrust.
From June 1999 to January 2000, Mr. Fish served as senior operating officer
and executive vice president, corporate development of InterTrust. From
September 1995 to June 1999, Mr. Fish served as general

counsel and vice president, corporate development of InterTrust. Before
joining InterTrust, Mr. Fish practiced law in the Silicon Valley, Washington
D.C. and New York offices of Weil, Gotshal & Manges, an international law
firm, from August 1989 to August 1995. Mr. Fish received a B.S. in biomedical
engineering from Marquette University and a J.D. from Wayne State University.

Greg Wood has served as chief financial officer of InterTrust since
November 2000. Before joining InterTrust, Mr. Wood served as chief financial
officer of Network Computing Devices, a computer networking company, from
August 1999 to November 2000. Mr. Wood also served as executive vice president
and chief financial officer, from December 1998 to July 1999, and as chief
financial officer, from July 1997 to November 1998, of Sutmyn Storage
Corporation, a data storage company. Prior to joining Sutmyn, Mr. Wood served
as senior vice president, finance and managing director, from April 1996 to
June 1997, and as vice president and treasurer, from January 1990 to March
1996, of Memorex Telex NV, a supplier of computer networking products and
services. Mr. Wood received a B.B.A. from the University of San Diego and a
J.D. from the University of San Francisco. Mr. Wood is a certified public
accountant.

David P. Maher has served as chief technology officer of InterTrust since
June 1999. Before joining InterTrust, Mr. Maher served in various positions at
AT&T from June 1981 to June 1999, including as an AT&T fellow, a Bell Labs
fellow and head of the secure systems research department. At AT&T, Mr. Maher
developed secure wideband transmission systems, cryptographic key management
systems and secure communications devices. In addition, Mr. Maher was chief
architect for AT&T's STU-III secure device, data, and video products for
secure government communications. Mr. Maher has been a consultant for the
National Science Foundation, the National Security Agency, the National
Institute of Standards and Technology, and the Congressional Office of
Technology Assessment, and has taught electrical engineering, mathematics and
computer science at several institutions. Mr. Maher received B.A., M.S. and
Ph.D. degrees in mathematics from Lehigh University.

Patrick P. Nguyen is senior vice president, corporate development, and has
also served as vice president, global alliances, since joining InterTrust in
July 1998. Before joining InterTrust, from February 1993 to June 1998, Mr.
Nguyen worked at the Silicon Valley Office of Weil, Gotshal & Manges, where he
was made a partner in January 1998 and headed the corporate and technology
transaction group. Mr. Nguyen received a B.S. in computer science from the
University of California at Irvine and a J.D. from the University of
California at Los Angeles.

Ronald Hankison has served as senior vice president and general manager of
development and technical operations of InterTrust since April 2000. Before
joining InterTrust, Mr. Hankison served as a vice president of quality and
customer satisfaction at Compaq Computer Corporation, a supplier of computing
systems, from March 1998 to April 2000, and as a vice president of product
development and marketing at Commercial Data Servers, Inc., also a computer
systems company, from February 1997 to March 1998. From April 1995 to February
1997, Mr. Hankison served as a senior director of product engineering and as
chief information officer of Taligent, Inc., a former subsidiary of IBM. Prior
to joining Taligent, Mr. Hankison held a variety of high-end software
development executive positions at IBM, including director of IBM System 390
Software Strategy, director, Kingston NY Programming Center, and director,
ImagePlus Development.

Talal Shamoon has served as senior vice president, business development and
senior vice president, media of InterTrust since February 2000. From June 1999
to February 2000, Dr. Shamoon served as our vice president, corporate
development and technology initiatives. From June 1997 to June 1999, Dr.
Shamoon served as a member of the research staff of STARLab. Before joining
InterTrust, from October 1994 to June 1997, Dr. Shamoon worked for NEC
Research Institute, an advanced research facility of NEC focused on computer
science and physics, where he focused on multimedia security, signal
processing and data compression. Dr. Shamoon received B.S., M. Eng and Ph.D
degrees in electrical engineering from Cornell University.

Bruce Fredrickson has served as a director of InterTrust since February
1993. Mr. Fredrickson has also served as president of Tactical Marketing
Ventures LLC, a marketing firm for computer hardware, software, and Internet
service companies, since September 1991. Before his position with Tactical
Marketing Ventures,

Mr. Fredrickson served as vice president of marketing for Ingram Micro, a
computer products distributor, from February 1986 to August 1991. Mr.
Fredrickson received a B.S. in liberal arts from St. Olaf College and an M.S.
in communications and media from the University of Colorado.

Satish K. Gupta has served as a director of InterTrust since February 1993.
Mr. Gupta has been the president and chief executive officer of Cradle
Technologies, a semiconductor company, since July 1998. From May 1994 to June
1998, Mr. Gupta was vice president of corporate marketing and business
development of Cirrus Logic, a semiconductor company, and from June 1991 to
May 1994, he was vice president of strategic marketing and advanced
development of Media Vision, a multi-media peripherals company. Mr. Gupta
received a B.E. in electrical engineering in India from Birla Institute of
Technology and Science, an S.M. in electrical engineering from Massachusetts
Institute of Technology, and an M.S. in engineering and economic systems from
Stanford University.

David Lockwood has served as a director of InterTrust since October 2000.
Mr. Lockwood has been the managing partner of Reuters Greenhouse Fund, a
venture capital firm, since January 2000. Prior to joining Reuters Greenhouse
Fund, Mr. Lockwood spent 10 years at Goldman, Sachs & Co., most recently as a
managing director. Mr. Lockwood also serves on the boards of directors of
Epoch, Logicworx, Forbes, @themoment, Aurigin Systems, Moreover and
Zeroknowledge, and is the chairman of the board of Venture One. Mr. Lockwood
received a B.A. from Miami University and an M.B.A. from the University of
Chicago.

Timo Ruikka has served as a director of InterTrust since March 2001. Mr.
Ruikka has been a vice president of external affairs of Nokia Inc., an
electronics and communications network equipment company and a subsidiary of
Nokia Corporation, since April 1999. From January 1988 to March 1999, Mr.
Ruikka served as a senior vice president of Nokia Corporation. Mr. Ruikka has
a degree from Turku University in Finland. Mr. Ruikka was nominated by Nokia
Corporation to serve as a director of InterTrust in connection with an
investment by Nokia Finance International B.V. in InterTrust.

Board of Directors Meetings and Committees

During the fiscal year ended December 31, 2000, the Board of Directors held
twenty (20) meetings and never acted by written consent in lieu of a meeting.
For the fiscal year, each of the directors during the term of their tenure
attended or participated in at least 75% of the aggregate of (i) the total
number of meetings or actions by written consent of the Board of Directors and
(ii) the total number of meetings held by all committees of the Board of
Directors on which each such director served. The Board of Directors has
(2) standing committees: the Audit Committee and the Compensation Committee.

The Audit Committee was created on July 22, 1999 and became effective on
the effective date of the Company's initial public offering of its securities,
October 26, 1999. The Audit Committee reviews, acts on and reports to the
Board of Directors with respect to various auditing and accounting matters,
including the selection of the Company's accountants, the scope of the annual
audits, fees to be paid to the Company's accountants, the performance of the
Company's accountants and the accounting practices of the Company. The members
of the Audit Committee are Messrs. Fredrickson and Gupta. During the fiscal
year ended December 31, 2000, the Audit Committee of the Board of Directors
held 4 meetings.

The Compensation Committee was created on July 22, 1999 and became
effective on the effective date of the Company's initial public offering of
its securities, October 26, 1999. The Compensation Committee reviews the
performance of the executive officers of the Company, establishes compensation
programs for the officers, and reviews the compensation programs for other key
employees, including salary and cash bonus levels and option grants under the
1995 Stock Plan, 1999 Equity Incentive Plan and 1999 Employee Stock Purchase
Plan. The members of the Compensation Committee are Messrs. Fredrickson and
Gupta. During the fiscal year ended December 31, 2000, the Compensation
Committee of the Board of Directors held nine (9) meetings.

Compensation of Directors

Except for grants of stock options, directors of the Company generally do
not receive compensation for services provided as a director. The Company also
does not pay compensation for committee participation or special assignments
of the Board of Directors.

Non-employee directors are eligible to receive options under the Company's
1999 Non-Employee Directors Option Plan ("Directors Plan"). Each individual
who first joins the Company's Board of Directors as a non-employee director
after the effective date of the Company's initial public offering will receive
at that time a fully vested option for 30,000 shares of the Company's common
stock. In addition, at each of the Company's annual stockholders' meetings,
beginning in 2000, each non-employee director who will continue to be a
director after that meeting will automatically be granted at that meeting a
fully vested option for 10,000 shares of the Company's common stock. However,
any non-employee director who receives an option for 30,000 shares under this
Directors Plan will first become eligible to receive the annual option for
10,000 shares at the annual meeting that occurs during the calendar year
following the year in which he received the option for 30,000 shares. Pursuant
to the terms of the Directors Plan in effect at that time, on September 26,
2000 automatic grants of options to purchase 10,000 shares of Common Stock
were made to each of Messrs. Fredrickson and Gupta at an exercise price of
$13.313 per share.

Non-employee directors are also eligible to receive options and be issued
shares of common stock under the Company's 1999 Equity Incentive Plan.
Directors who are also employees of the Company are eligible to receive
options and be issued shares of common stock under the Company's 1999 Equity
Incentive Plan and are also eligible to participate in the Company's 1999
Employee Stock Purchase Plan.

In addition, Messrs. Fredrickson and Gupta, two of the Company's non-
employee directors, have each received an option for 160,000 shares of common
stock at an exercise price of $0.3125 per share and an option for 30,000
shares of common stock at an exercise price per share of $7.00. In March 2000,
the Company also granted an option to purchase 40,000 shares of common stock
at an exercise price of $82.50 per share to each of Messrs. Fredrickson and
Gupta.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

The members of the Board of Directors, the executive officers of the
Company and persons who hold more than ten percent (10%) of the Company's
outstanding common stock are subject to the reporting requirements of Section
16(a) of the Securities Exchange Act of 1934, as amended, which require them
to file reports with respect to their ownership of the Company's common stock
and their transactions in such common stock. Based upon (i) the copies of
Section 16(a) reports that the Company received from such persons for their
2000 fiscal year transactions in the common stock and their common stock
holdings and (ii) the written representations received from one or more of
such persons that no annual Form 5 reports were required to be filed by them
for the 2000 fiscal year, the Company believes that all reporting requirements
under Section 16(a) for such fiscal year were met in a timely manner by its
executive officers, Board members and greater than ten percent (10%)
stockholders, except that (i) Duncan Davidson, a former executive officer of
the Company, filed an amendment to a Form 4 in May 2000 that was originally
filed in March 2000 that disclosed one transaction, (ii) Erwin Lenowitz, a
former executive officer of the Company, filed a Form 4 for June 2000 in mid-
July that disclosed two transactions, (iii) Bruce Fredrickson filed a Form 4
disclosing nine transactions that took place in October 2000 in April 2001,
and (iv) Talal Shamoon filed a Form 3 after becoming a Section 16 officer in
August 2000 in April 2001.

ITEM 11. EXECUTIVE COMPENSATION AND RELATED INFORMATION

Compensation of Executive Officers

The following table presents information about compensation paid by the
Company in 2000 for services by the Company's chief executive officer, the
Company's four other highest-paid executive officers who were officers as of
the end of fiscal year 2000, and one officer who ceased employment during the
year (collectively the "Named Executive Officers") whose total salary and
bonus for the fiscal year exceeded $100,000:

Summary Compensation Table

Long-Term
Compensation
Awards
------------
Annual Compensation Number of
------------------------------------- Securities
Name and Principal Other Annual Underlying
Position Year Salary ($) Bonus ($) Compensation ($) Options (#)
------------------ ---- ---------- --------- ---------------- ------------

Victor Shear............ 2000 $249,375 -- $59,530(1) --
Chairman of the Board
and 1999 175,000 -- 38,528(2) --
Chief Executive Officer 1998 175,000 -- -- --

Edmund J. Fish.......... 2000 222,500 -- -- 125,000
Director and President, 1999 180,000 200,000 -- --
MetaTrust Utility 1998 169,751 -- -- 80,000

Ronald Hankison (3)..... 2000 176,282 -- -- 325,000
Senior Vice President
and 1999 -- -- -- --
General Manager of
Development and
Technical Operations 1998 -- -- -- --

David Maher (4)......... 2000 220,000 -- -- --
Chief Technology
Officer 1999 138,590 -- -- 240,000
1998 -- -- -- --

Patrick Nguyen.......... 2000 183,650 -- -- 80,000
Senior Vice President, 1999 162,400 -- -- 40,000
Corporate Development 1998 94,533 -- -- 480,000

Duncan M. Davidson (5).. 2000 220,000 -- -- --
Former Senior Vice
President, 1999 226,667 -- -- --
Business Development 1998 210,000 -- -- --

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(1) Represents $47,895 in rental payments and $11,635 in leased car payments.

(2) Represents $24,568 in rental payments and $13,960 in leased car payments.

(3) Mr. Hankinson commenced employment with the Company in April 2000.

(4) Mr. Maher commenced employment with the Company in June 1999.

(5) Mr. Davidson resigned his position as Senior Vice President, Business
Development in December 2000.

Option Grants in Last Fiscal Year

The following table contains information concerning the stock option grants
made to each of the Named Executive Officers for 2000. No stock appreciation
rights were granted to these individuals during such year.

Individual Grants(1)
-----------------------------------------------------
Potential
Realizable Value at
Assumed
Annual Rates of
Stock
Number of % of Total Price Appreciation
Securities Options for Option
Underlying Granted to Exercise Price Term($)(4)
Options Employees In Per Expiration -------------------
Name Granted(#) Fiscal Year(2) Share($/sh)(3) Date 5% 10%
---- ---------- -------------- -------------- ---------- --------- ---------

Victor Shear............ -- -- -- -- -- --
Edmund J. Fish.......... 125,000(5) 1.9% $17.75 5/31/10 1,395,360 3,563,116
Ronald Hankison......... 200,000(5) 3.0 25.875 4/17/10 3,254,530 8,247,617
125,000(6) 1.9 5.063 10/12/10 398,012 1,008,640
David Maher............. -- -- -- -- -- --
Patrick Nguyen.......... 40,000(5) 0.6 25.875 4/17/10 650,906 1,649,523
40,000(7) 0.6 17.75 5/31/10 446,515 1,131,557
Duncan Davidson......... -- -- -- -- -- --

- --------
(1) The plan administrator has the discretionary authority to re-price the
options through the cancellation of those options and the grant of
replacement options with an exercise price based on the fair market value
of the option shares on the re-grant date. The options have a maximum term
of 10 years measured from the option grant date, subject to earlier
termination in the event of the optionee's cessation of service with the
Company. Under each of the options, the option shares will vest upon
acquisition of the Company by merger or asset sale, unless the acquiring
entity or its parent corporation assumes the outstanding options.

(2) Based on a total of 6,533,754 option shares granted to the Company's
employees during 2000.

(3) The exercise price was equal to the fair market value of the Company's
Common Stock, based on the closing price of the Common Stock on the Nasdaq
Stock Market, on the date of grant. The exercise price may be paid in
cash, in shares of the Company's Common Stock valued at fair market value
on the exercise date or through a cashless exercise procedure involving a
same-day sale of the purchased shares or through a margin loan procedure
involving a loan secured by the purchased shares with the proceeds of the
loan used to pay the Company the exercise price for the purchased shares.
The Company may also finance the option exercise by lending the optionee
sufficient funds to pay the exercise price for the purchased shares,
together with any federal and state income tax liability incurred by the
optionee in connection with such exercise.

(4) The potential realizable value is calculated based on the ten-year term of
the option at the time of grant. Stock price appreciation of 5% and 10% is
assumed according to rules promulgated by the Securities and Exchange
Commission and does not represent the Company's prediction of the
Company's stock price performance. The potential realizable value at 5%
and 10% appreciation is calculated by assuming that the exercise price on
the date of grant appreciates at the indicated rate for the entire term of
the option and that the option is exercised at the exercise price and sold
on the last day of its term at the appreciated price.

(5) The option becomes exercisable in a series of equal monthly installment
over a period of 48 months from the vesting commencement date.

(6) The option becomes exercisable in a series of equal monthly installment
over a period of 24 months from the vesting commencement date.

(7) The option becomes exercisable as to 12.5% of the option shares after six
months from the vesting commencement date and the remainder in a series of
equal monthly installments over a period of 42 months thereafter.

Aggregate Option Exercises in Last Fiscal Year and Fiscal Year-End Option
Values

The table below presents for the Company's Named Executive Officers any
options exercised during 2000 and the value realized from that exercise. It
also presents the number and value of shares underlying unexercised options
that were held by these Named Executive Officers as of December 31, 2000. No
stock appreciation rights were exercised by these Named Executive Officers in
2000, and no stock appreciation rights were outstanding at the end of that
year.

The figures in the value of unexercised in-the-money options at fiscal
year-end column are based on the fair market value of the Company's common
stock at the end of 2000, less the exercise price payable for these shares.
The fair market value for the Company's common stock at the end of 2000 was
$3.375 per share.

Number of Securities
Underlying Unexercised Value of Exercised
Options at In-the-Money Options
Number of Fiscal Year End At Fiscal Year End ($)
Shares Acquired ------------------------- -------------------------
Name On Exercise Value Realized Exercisable Unexercisable Exercisable Unexercisable
---- --------------- -------------- ----------- ------------- ----------- -------------

Victor Shear............ -- -- -- -- -- --
Edmund Fish............. -- -- 149,897 145,105 $324,587 $ 67,293
Ronald Hankison......... -- -- 43,749 281,251 -- --
David Maher............. 4,500 144,788 76,750 155,000 -- --
Patrick Nguyen.......... 13,334 411,687 139,999 273,335 267,500 420,000
Duncan Davidson......... 66,666 2,193,312 26,667 46,667 70,001 122,501

Employment Agreements, Change of Control Arrangements and Severance Agreements

None of the Company's executive officers have employment agreements with
the Company, and their employment may be terminated at any time at the
discretion of the Board of Directors.

Duncan M. Davidson, previously the Company's senior vice president,
business development, has received options for 640,000 shares that provide
that upon a change in control transaction, the vesting of the options will
accelerate and 100% of the then unvested option shares will become vested. The
Company entered into a termination and severance agreement on March 1, 2001
with Duncan Davidson. The agreement provided that Mr. Davidson would receive
$100 and that the vesting of his nonstatutory option granted in 1997 would
accelerate as to 33,334 shares. In return for his severance benefits, Mr.
Davidson agreed to comply with certain confidentiality provisions and entered
into a release of all claims against the Company. Edmund J. Fish, the
Company's president, MetaTrust Utility has received option grants for 86,667
shares that provide that upon a change in control transaction, the vesting of
the option will accelerate and 100% of the then unvested option shares will
become vested.

If a change in control of the Company occurs, an option or other award
under the 1999 Equity Incentive Plan will become fully exercisable and fully
vested if the option or award is not assumed by the surviving corporation or
its parent or if the surviving corporation or its parent does not substitute
comparable awards for the awards granted under the 1999 Equity Incentive Plan.

Under the Company's 1995 Stock Plan, upon a merger or asset sale, if the
options or stock purchase rights are not assumed by the surviving corporation
or its parent or subsidiary or if the surviving corporation or its parent or
subsidiary does not substitute comparable awards for the options or stock
purchase rights, then the options and stock purchase rights will terminate.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Company's Board of Directors (the
"Compensation Committee" or the "Committee") was formed on July 22, 1999. The
charter for the Committee provides that it has the exclusive authority to
establish the level of base salary payable to the chief executive officer
("CEO") and certain other executive officers of the Company and to administer
the Company's 1999 Equity Incentive Plan and 1999 Employee Stock Purchase
Plan. In addition, the Committee has the responsibility for approving the
individual bonus programs to be in effect for the CEO and certain other
executive officers and other key employees each fiscal year.

For the 2000 fiscal year, the process utilized by the Compensation
Committee in determining executive officer compensation levels was based on
the subjective judgment of the Compensation Committee. Among the factors
considered by the Compensation Committee were the recommendations of the CEO
with respect to the compensation of the Company's key executive officers.
However, the Compensation Committee made the final compensation decisions
concerning such officers.

General Compensation Policy. The Compensation Committee's fundamental
policy is to offer the Company's executive officers competitive compensation
opportunities based upon overall Company performance, their individual
contribution to the financial success of the Company and their personal
performance. It is the Compensation Committee's objective to have a
substantial portion of each officer's compensation contingent upon the
Company's performance, as well as upon his or her own level of performance.
Accordingly, each executive officer's compensation package consists of: (i)
base salary, (ii) discretionary cash bonus and (iii) long-term stock-based
incentive awards.

Base Salary. The base salary for each executive officer is set on the basis
of general market levels and personal performance. Each individual's base pay
is positioned relative to the total compensation package, including cash
incentives and long-term incentives.

Annual Cash Bonuses. Each executive officer is eligible for a cash bonus at
the discretion of the Compensation Committee. The Compensation Committee
considers performance targets established at the start of the fiscal year and
personal objectives established for each executive. Actual bonuses paid
reflect an individual's accomplishment of both corporate and functional
objectives.

Long-Term Incentive Compensation. During fiscal 2000, the Compensation
Committee, in its discretion, did not make option grants to any of its
executive officers other than the initial option grants made to Mr. Hankison
in connection with the commencement of his employment and smaller grants made
to Messrs. Fish and Nguyen in consideration of superior performance during the
prior year. Generally, a significant grant is made in the year that an officer
commences employment and no grant is made in the second year. Thereafter,
option grants may be made at varying times and in varying amounts in the
discretion of the Compensation Committee. Generally, the size of each grant is
set at a level that the Compensation Committee deems appropriate to create a
meaningful opportunity for stock ownership based upon the individual's
position with the Company, the individual's potential for future
responsibility and promotion, the individual's performance in the recent
period and the number of unvested options held by the individual at the time
of the new grant. The relative weight given to each of these factors will vary
from individual to individual at the Compensation Committee's discretion.

Each grant allows the officer to acquire shares of the Company's common
stock at a fixed price per share (the market price on the grant date) over a
specified period of time. The option vests in periodic installments over a two
to four year period, contingent upon the executive officer's continued
employment with the Company. The vesting schedule and the number of shares
granted are established to ensure a meaningful incentive in each year
following the year of grant. Accordingly, the option will provide a return to
the executive officer only if he or she remains in the Company's employ, and
then only if the market price of the Company's common stock appreciates over
the option term.

CEO Compensation. The annual base salary for Mr. Shear, the Company's
chairman of the board and CEO, was established by the Committee on January 27,
2000 for the period January 1 to December 31, 2000. The Committee's decision
was made primarily on the basis of the Committee's subjective evaluation of
Mr. Shear's personal performance of his duties as measured by the Company's
performance. The remaining cash components of the CEO's 2000 fiscal year
incentive compensation were entirely dependent upon financial performance and
a measure of individual objectives and provided no dollar guarantees. No bonus
was paid to the CEO for the fiscal year 2000.

Tax Limitation. Under the Federal tax laws, a publicly held company such as
the Company will not be allowed a federal income tax deduction for
compensation paid to certain executive officers to the extent that
compensation exceeds $1 million per officer in any year. To qualify for an
exemption from the $1 million deduction limitation, the stockholders were
asked to approve a limitation under the Company's 1999 Equity Incentive Plan
on the maximum number of shares of common stock for which any one participant
may be granted stock options per fiscal year. Because this limitation was
adopted, any compensation deemed paid to an executive officer when he
exercises an outstanding option under the 1999 Equity Incentive Plan with an
exercise price equal to the fair market value of the option shares on the
grant date will qualify as performance-based compensation that will not be
subject to the $1 million limitation. Since it is not expected that the cash
compensation to be paid to the Company's executive officers for the 2000
fiscal year will exceed the $1 million limit per officer, the Compensation
Committee will defer any decision on whether to limit the dollar amount of all
other compensation payable to the Company's executive officers to the $1
million cap.

Compensation Committee

Bruce Fredrickson
Satish K. Gupta

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee of the Company's Board of Directors was created
on July 22, 1999 and became effective on the effective date of the Company's
initial public offering of its securities, October 26, 1999. The members of
the Compensation Committee are Messrs. Fredrickson and Gupta. Neither of these
individuals was at any time during 2000, or at any other time, an officer or
employee of the Company. No executive officer of the Company serves as a
member of the board of directors or compensation committee of any entity that
has one or more executive officers serving as a member of the Company's Board
of Directors or Compensation Committee.

STOCK PERFORMANCE GRAPH

The graph set forth below compares the cumulative total stockholder return
on the Company's common stock between October 27, 1999 (the date the Company's
common stock commenced public trading) and December 31, 2000 with the
cumulative total return of (i) the CRSP Total Return Index for the Nasdaq Stock
Market (U.S. Companies) (the "Nasdaq Stock Market-U.S. Index") and (ii) the
J.P. Morgan H&Q Internet 100 Index (the "Internet Index") over the same period.
This graph assumes the investment of $100.00 on October 27, 1999, in the
Company's common stock, the Nasdaq Stock Market-U.S. Index and the Internet
Index and assumes the reinvestment of dividends, if any.

The comparisons shown in the graph below are based upon historical data. The
Company cautions that the stock price performance shown in the graph below is
not indicative of, nor intended to forecast, the potential future performance
of the Company's common stock.

Comparison of Cumulative Total Return Among InterTrust Technologies
Corporation, the Nasdaq Stock Market-U.S. Index and the J.P. Morgan H&Q
Internet 100 Index

[GRAPH APPEARS HERE]

Nasdaq
Measurement Period Composite
(Fiscal Year Covered) MPLX Index Peer Group
- ------------------- ---------- --------- ----------

Measurement Pt-
11/19/99 $100 $100 $100
FYE 12/31/99 $523 $121 $155
FYE 03/31/00 $433 $136 $ 97
FYE 06/30/00 $161 $118 $ 43
FYE 09/30/00 $ 34 $109 $ 34
FYE 12/31/00 $ 7 $ 73 $ 12

The Company effected its initial public offering of common stock on October
26, 1999 at a price of $9.00 per share. The graph above, however, commences
with the closing price of $27.188 per share on October 27, 1999--the date the
Company's common stock commenced public trading.

Notwithstanding anything to the contrary set forth in any of the Company's
previous or future filings under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, that might incorporate this filing
or future filings made by the Company under those statutes, the Compensation
Committee Report and Stock Performance Graph shall not be deemed filed with the
Securities and Exchange Commission and shall not be deemed incorporated by
reference into any of those prior filings or into any future filings made by
the Company under those statutes.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31, 2001, certain information
with respect to shares beneficially owned by (i) each person who is known by
the Company to be the beneficial owner of more than five percent of the
Company's outstanding shares of common stock, (ii) each of the Company's
directors and the executive officers named in the Summary Compensation Table
and (iii) all current directors and executive officers as a group. Beneficial
ownership has been determined in accordance with Rule 13d-3 under the Exchange
Act. Under this rule, certain shares may be deemed to be beneficially owned by
more than one person (if, for example, persons share the power to vote or the
power to dispose of the shares). In addition, shares are deemed to be
beneficially owned by a person if the person has the right to acquire shares
(for example, upon exercise of an option or warrant) within sixty (60) days of
the date as of which the information is provided. In computing the percentage
ownership of any person, the amount of shares is deemed to include the amount
of shares beneficially owned by such person (and only such person) by reason
of such acquisition rights. As a result, the percentage of outstanding shares
of any person as shown in the following table does not necessarily reflect the
person's actual voting power at any particular date.

Shares Beneficially
Owned(1)(2)
---------------------
Number of Percentage
Name of Beneficial Owner Shares of Total
------------------------ --------- ----------

Victor Shear............................................ 15,103,096 16.2%
Edmund J. Fish(3)....................................... 601,292 *
Duncan Davidson......................................... 600,000 *
Satish K. Gupta(4)...................................... 353,333 *
Patrick Nguyen(5)....................................... 330,865 *
David C. Chance(6)...................................... 318,566 *
Bruce Fredrickson(7).................................... 251,933 *
David Maher(8).......................................... 109,407 *
Ronald Hankison(9)...................................... 92,706 *
David Lockwood.......................................... 30,000 *
Timo Ruikka............................................. 30,000 *
All current directors and executive officers as a group
(13 persons)(10)....................................... 17,658,677 18.5%

- --------
* Less than 1%

(1) Percentage ownership is based on 93,516,968 shares of common stock
outstanding on March 31, 2001.

(2) Shares of common stock subject to options currently exercisable or
exercisable within 60 days of March 31, 2001 are deemed outstanding for
purposes of computing the percentage ownership of the person holding such
options but are not deemed outstanding for computing the percentage
ownership of any other person. Except pursuant to applicable community
property laws or as indicated in the footnotes to this table, each
stockholder identified in the table possesses sole voting and investment
power with respect to all shares of common stock shown as beneficially
owned by such stockholder. Unless otherwise indicated, the address of
each of the individuals listed in the table is c/o InterTrust
Technologies Corporation, 4750 Patrick Henry Drive, Santa Clara, CA
95054.

(3) Includes 178,854 shares subject to options that are exercisable within 60
days of March 31, 2001.

(4) Includes 188,333 shares subject to options that are exercisable within 60
days of March 31, 2001.

(5) Includes 205,830 shares subject to options that are exercisable within 60
days of March 31, 2001.

(6) Includes 316,666 shares subject to options that are exercisable within 60
days of March 31, 2001.

(7) Includes 188,333 shares subject to options that are exercisable within 60
days of March 31, 2001.

(8) Includes 104,457 shares subject to options that are exercisable within 60
days of March 31, 2001.

(9) Includes 92,706 shares subject to options that are exercisable within 60
days of March 31, 2001.

(10) Includes 1,705,258 shares subject to options that are exercisable within
60 days of March 31, 2001 and the shares described in Notes 3 through 9.

ITEM 13. RELATED PARTY TRANSACTIONS

Since January 1, 2000, there has not been, nor is there currently proposed,
any transaction or series of similar transactions to which the Company or any
of its subsidiaries was or is to be a party in which the amount involved
exceeded or will exceed $60,000 and in which any director, executive officer,
holder of more than 5% of the common stock of the Company or any member of the
immediate family of any of the foregoing persons had or will have a direct or
indirect material interest other than (i) compensation agreements and other
arrangements, which are described where required in Employment Contracts and
Change in Control Arrangements and (ii) the transactions described below.

Options to Purchase Common Stock. In March 2000, the Company granted
options to purchase 40,000 shares of common stock at an exercise price of
$82.50 to each of Bruce Fredrickson and Satish Gupta. Messrs. Fredrickson and
Gupta are members of the Company's board of directors. In April 2000, the
Company granted options to purchase 200,000 and 40,000 shares of common stock
at an exercise price of $25.88 to Ron Hankison and Talal Shamoon,
respectively, two of the Company's executive officers. In May 2000, the
Company granted an option to purchase 125,000 shares of common stock at an
exercise price of $17.75 to Edmund J. Fish, one of the Company's executive
officers. In May 2000, the Company granted an option to purchase 40,000 shares
of common stock at an exercise price of $17.75 to Patrick P. Nguyen, one of
the Company's executive officers. In August 2000, the Company granted an
option to purchase 1,000,000 shares of common stock at an exercise price of
$15.00 to David Ludvigson, one of the Company's executive officers. In
November 2000, the Company granted an option to purchase 360,000 shares of
common stock at an exercise price of $5.25 to Greg Wood, one of the Company's
executive officers. In December 2000, the Company granted an option to
purchase 60,000 shares of common stock at an exercise price of $5.25 to Talal
Shamoon, one of the Company's executive officers.

Assumption of Loan of Executive Officer. In August 2000, the Company agreed
to assume a $70,000 loan of David Ludvigson, one of the Company's executive
officers. The loan will be forgiven as follows: $12,000 on January 1, 2001;
$29,000 on January 1, 2002; and $29,000 on January 1, 2003.

Payment to Entity Affiliated with Director. On October 1, 2000, the Company
paid $230,000 to Tactical Marketing Ventures LLC for consulting services
rendered to the Company. Bruce Fredrickson, one the Company's directors, is
the president of Tactical Marketing Ventures LLC.

Loan to Director. In December 2000, the Company loaned $100,000 to Bruce
Fredrickson, one of its directors, under a full-recourse promissory note dated
December 7, 2000. The note accrues interest at the rate of 6.10% per year and
has a one-year term.

The Company's certificate of incorporation limits the liability of
directors for monetary damages arising from a breach of their fiduciary duty
as directors, except to the extent otherwise required by the Delaware General
Corporation Law. Such limitation of liability does not affect the availability
of equitable remedies such as injunctive relief or rescission.

The Company's bylaws provide that the Company shall indemnify its directors
and officers to the fullest extent permitted by Delaware law, including in
circumstances in which indemnification is otherwise discretionary under
Delaware law. The Company has also entered into indemnification agreements
with its officers and directors containing provisions that may require the
Company, among other things, to indemnify such officers and directors against
certain liabilities that may arise by reason of their status or service as
directors or officers and to advance their expenses incurred as a result of
any proceeding against them as to which they could be indemnified.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has caused this Amendment No. 1 to the
Report to be signed on its behalf by the undersigned, thereunto duly
authorized.

INTERTRUST TECHNOLOGIES CORPORATION
(Registrant)

April 30, 2001
/s/ Victor Shear
By: _________________________________
Victor Shear
Chairman of the Board and
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to the Report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the dates indicated.

Signature Title Date
--------- ----- ----

/s/ Victor Shear Chairman of the Board and April 30, 2001
____________________________________ Chief Executive Officer
Victor Shear (Principal Executive
Officer)

Greg Wood* Chief Financial Officer
____________________________________ (Principal Financial and
Greg Wood Accounting Officer)

/s/ Edmund J. Fish Director and President, April 30, 2001
____________________________________ MetaTrust Utility
Edmund J. Fish

Bruce Fredrickson* Director
____________________________________
Bruce Fredrickson

Satish K. Gupta* Director
____________________________________
Satish K. Gupta

David Lockwood* Director
____________________________________
David Lockwood
*/s/ Victor Shear April 30, 2001
____________________________________
Victor Shear
Attorney-in-Fact

*/s/ Edmund J. Fish April 30, 2001
____________________________________
Edmund J. Fish
Attorney-in-Fact