content: <PAGE>
  
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                                  ______________
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  
  Date of Report (Date of earliest event reported)    June 8, 2001
                                                   -------------------------------
  
  
                        INTERTRUST TECHNOLOGIES CORPORATION
  --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Charter)
  
  
              Delaware                     000-27287               52-1672106
  --------------------------------------------------------------------------------
    (State or Other Jurisdiction of       (Commission)           (IRS Employer
          Incorporation)                  File Number)        Identification No.)
  
  
    4750 Patrick Henry Drive, Santa Clara, California                95054
  --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                  (Zip Code)
  
  
  Registrant's telephone number, including area code   (408) 855-0100
                                                     -----------------------------
  
                                       None.
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report)
  <PAGE>
  
  ITEM 5.   OTHER EVENTS
  
            On June 8, 2001, the Board of Directors of InterTrust Technologies
  Corporation (the "Company") declared a dividend of one preferred share purchase
  right (a "Right") for each outstanding share of common stock, par value $0.001
  per share, of the Company. The dividend is payable to the stockholders of record
  on June 28, 2001. Each Right entitles the registered holder to purchase from the
  Company one one-thousandth of a share of a series of preferred stock at a price
  of $20.00, subject to adjustments.
  
            The description and terms of the Rights are set forth in a Rights
  Agreement dated as of June 8, 2001, as the same may be amended from time to
  time, between the Company and Fleet National Bank, as Rights Agent, filed as
  Exhibit 4.1 to this Form 8-K and incorporated herein by reference.
  
            A copy of the press release issued by the Company on June 25, 2001 is
  filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
  
  ITEM 7.    EXHIBITS
  
  (c)  EXHIBITS:
  
        Exhibit
        Number
        ------
        4.1     Rights Agreement dated June 8, 2001.
        99.1    Text of Press Release dated June 25, 2001.
  
                                         2
  <PAGE>
  
                                     SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                InterTrust Technologies Corporation
                                -----------------------------------
                                (Registrant)
  
  
  Date: June 27, 2001           By: /s/ David Ludvigson
                                    -----------------------------------
                                    David Ludvigson
                                    President
  
                                         3
  <PAGE>
  
                        INTERTRUST TECHNOLOGIES CORPORATION
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  4.1     Rights Agreement dated June 8, 2001.
  99.1    Text of Press Release dated June 25, 2001.
  
                                         4
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text: SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C. 20549
  
                                  ______________
                                     FORM 8-K
  
                                  CURRENT REPORT
  
                      PURSUANT TO SECTION 13 OR 15(d) OF THE
                          SECURITIES EXCHANGE ACT OF 1934
  
  Date of Report (Date of earliest event reported)    June 8, 2001
                                                   -------------------------------
  
                        INTERTRUST TECHNOLOGIES CORPORATION
  --------------------------------------------------------------------------------
                (Exact Name of Registrant as Specified in Charter)
  
              Delaware                     000-27287               52-1672106
  --------------------------------------------------------------------------------
    (State or Other Jurisdiction of       (Commission)           (IRS Employer
          Incorporation)                  File Number)        Identification No.)
  
    4750 Patrick Henry Drive, Santa Clara, California                95054
  --------------------------------------------------------------------------------
         (Address of Principal Executive Offices)                  (Zip Code)
  
  Registrant's telephone number, including area code   (408) 855-0100
                                                     -----------------------------
  
                                       None.
  --------------------------------------------------------------------------------
           (Former Name or Former Address, If Changed Since Last Report)
  ITEM 5.   OTHER EVENTS
  
            On June 8, 2001, the Board of Directors of InterTrust Technologies
  Corporation (the "Company") declared a dividend of one preferred share purchase
  right (a "Right") for each outstanding share of common stock, par value $0.001
  per share, of the Company. The dividend is payable to the stockholders of record
  on June 28, 2001. Each Right entitles the registered holder to purchase from the
  Company one one-thousandth of a share of a series of preferred stock at a price
  of $20.00, subject to adjustments.
  
            The description and terms of the Rights are set forth in a Rights
  Agreement dated as of June 8, 2001, as the same may be amended from time to
  time, between the Company and Fleet National Bank, as Rights Agent, filed as
  Exhibit 4.1 to this Form 8-K and incorporated herein by reference.
  
            A copy of the press release issued by the Company on June 25, 2001 is
  filed as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.
  
  ITEM 7.    EXHIBITS
  
  (c)  EXHIBITS:
  
        Exhibit
        Number
        ------
        4.1     Rights Agreement dated June 8, 2001.
        99.1    Text of Press Release dated June 25, 2001.
  
                                         2
  SIGNATURES
  
            Pursuant to the requirements of the Securities Exchange Act of 1934,
  the Registrant has duly caused this report to be signed on its behalf by the
  undersigned hereunto duly authorized.
  
                                InterTrust Technologies Corporation
                                -----------------------------------
                                (Registrant)
  
  Date: June 27, 2001           By: /s/ David Ludvigson
                                    -----------------------------------
                                    David Ludvigson
                                    President
  
                                         3
  INTERTRUST TECHNOLOGIES CORPORATION
  
                                   EXHIBIT INDEX
  
  Exhibit
  Number
  ------
  4.1     Rights Agreement dated June 8, 2001.
  99.1    Text of Press Release dated June 25, 2001.
  
                                         4