SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12b-25

                        Commission File Number 000-27287

                          NOTIFICATION OF LATE FILING


                                                                                     
(Check one):      [ ] Form 10-K        [ ] Form 11-K        [ ] Form 20-F        [X] Form 10-Q       [ ] Form N-SAR


     For Period Ended:   June 30, 2001
                      -------------------

[ ] Transition Report on Form 10-K      [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F      [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

     For the Transition Period Ended:

     Read attached instruction sheet before preparing form. Please print or
type.

      Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

     If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:    Not Applicable
                                                       ---------------------


                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant  InterTrust Technologies Corporation
                       -------------------------------------

Former name if applicable

     Not Applicable
     --------------

Address of principal executive office (Street and number)

     4750 Patrick Henry Drive
     ------------------------

City, state and zip code  Santa Clara, CA 95054
                        -----------------------


                                    PART II
                            RULE 12b-25 (b) AND (c)

     If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.  (Check appropriate box.)

     [X]  (a)  The reasons described in reasonable detail in Part III of this
               form could not be eliminated without unreasonable effort or
               expense;

     [X]  (b)  The subject annual report, semi-annual report, transition report
               on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
               be filed on or before the 15th calendar day following the
               prescribed due date; or the subject quarterly report or
               transition report on Form 10-Q, or portion thereof will be filed
               on or before the fifth calendar day following the prescribed due
               date; and

     [ ]  (c)  The accountant's statement or other exhibit required by Rule 12b-
               25(c) has been attached if applicable.


                                   PART III
                                   NARRATIVE

     State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-
Q, N-SAR or the transition report portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)

     The Company requires additional time to complete an SFAS 121 impairment
analysis of its long-lived assets.


                                    PART IV
                               OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

        Gregory S. Wood                  (408)          855-0100
     ---------------------           -----------------------------------
            (Name)                     (Area Code)  (Telephone Number)

(2)  Have all other period reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed?  If the answer
     is no, identify report(s).
                                                         [X] Yes    [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof?
                                                         [ ] Yes    [X] No

     If so:  attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.


                      InterTrust Technologies Corporation
                ----------------------------------------------
                 (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date  8/14/01                          By  /s/ Greg Wood
      ------------                         -----------------------
                                           Chief Financial Officer


          Instruction.  The form may be signed by an executive officer of the
     registrant or by any other duly authorized representative. The name and
     title of the person signing the form shall be typed or printed beneath the
     signature. If the statement is signed on behalf of the registrant by an
     authorized representative (other than an executive officer), evidence of
     the representative's authority to sign on behalf of the registrant shall be
     filed with the form.