EXHIBIT 23.1

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

   We consent to the references to our firm under the captions "Selected
Financial Data" and "Experts" and to the use of our report dated February 19,
1999, except for Note 6, as to which the date is May 5, 1999, with respect to
InterTrust Technologies Corporation in Amendment No. 3 to the Registration
Statement (Form S-1) and related Prospectus of InterTrust Technologies
Corporation for the registration of shares of its common stock.

                                          /s/ Ernst & Young LLP

Palo Alto, California

September 28, 1999