<PAGE>

    As filed with the Securities and Exchange Commission on June 13, 2001

                                                   Registration No. 333-________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933


                                 ENTRUST, INC.
            (Exact Name of Registrant as Specified in Its Charter)

             MARYLAND                                       62-1670648
   (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                     Identification Number)

        ONE PRESTON PARK SOUTH
4975 PRESTON PARK BOULEVARD, SUITE 400, PLANO, TEXAS           75093
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (Zip Code)


          AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN, AS AMENDED
                           (Full Title of the Plan)

                               F. WILLIAM CONNER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 ENTRUST, INC.
                            ONE PRESTON PARK SOUTH
                    4975 PRESTON PARK BOULEVARD, SUITE 400
                              PLANO, TEXAS 75093
                    (Name and Address of Agent for Service)

                                (972) 943-7300
         (Telephone Number, Including Area Code, of Agent for Service)


                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================

                                        Proposed       Proposed
       Title of                         Maximum         Maximum
      Securities            Amount      Offering       Aggregate       Amount of
        to be               to be        Price         Offering       Registration
      Registered          Registered    Per Share        Price            Fee
-----------------------------------------------------------------------------------
<S>                    <C>            <C>            <C>              <C>

Common Stock, $0.01       3,137,101     $5.76(1)      $18,069,702(1)    $4,518
 par value per share        shares
================================================================================

</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     June 12, 2001.

================================================================================
<PAGE>

PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the Registrant's Amended and Restated 1996 Stock Incentive
Plan, as amended (the "Plan"), pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").


PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

              The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

              (1) The Registrant's latest annual report filed pursuant to
     Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
     pursuant to Rule 424(b) under the Securities Act that contains audited
     financial statements for the Registrant's latest fiscal year for which such
     statements have been filed.

              (2) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

              (3) The description of the common stock of the Registrant, $0.01
     par value per share (the "Common Stock"), contained in the Registration
     Statement on Form 8-A filed by the Registrant with the Commission on August
     3, 1998, including any amendment or report filed for the purpose of
     updating such description.

              All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     Item 4.  Description of Securities

              Not applicable.

     Item 5.  Interests of Named Experts and Counsel

              Not applicable.
<PAGE>

     Item 6.  Indemnification of Directors and Officers

              Section 2-418 of the General Corporation Law of Maryland (the
"Maryland Law") provides that, unless a corporation's charter includes a
provision that restricts or limits the corporation's right to indemnify its
officers and directors, the corporation may indemnify a director or officer with
respect to proceedings instituted against such director or officer by reason of
his or her service in that capacity, unless the act or omission in question was
material and was committed in bad faith or was the result of active and
deliberate dishonesty, unless the director or officer received an improper
personal benefit or unless the director or officer had reasonable cause to
believe that the act or omission was unlawful.  The Registrant's Articles of
Incorporation and Bylaws provide that the Registrant shall indemnify and advance
expenses to its currently acting and its former directors to the fullest extent
permitted by the Maryland Law and that the Registrant shall indemnify and
advance expenses to its officers to the same extent as its directors and to such
further extent as is consistent with law.  However, nothing in the Articles of
Incorporation or Bylaws of the Registrant protects or indemnifies a director,
officer, employee or agent against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.  To the
extent that a director has been successful in defense of a proceeding, unless
limited by charter, the Maryland Law provides that he shall be indemnified
against reasonable expenses incurred in connection therewith.

              Certain of the directors of the Registrant are also officers of
Nortel Networks Limited ("NNL"), an indirect shareholder of the Registrant, and
are serving on the Registrant's Board of Directors at the request of NNL.
Pursuant to NNL's Bylaws, NNL will indemnify its officers when they are acting
at NNL's request as directors of a corporation of which NNL is a shareholder,
provided that such officers acted honestly, in good faith and had reasonable
grounds to believe their conduct was lawful.

     Item 7.  Exemption from Registration Claimed

              Not applicable.

     Item 8.  Exhibits

              The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

     Item 9.  Undertakings

          1.  The undersigned Registrant hereby undertakes:

               (a) 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 Securities 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

                                      -2-
<PAGE>

              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 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;

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement.

              (2) That, for the purpose of determining any liability under the
     Securities 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.

          2.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.

          3.  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
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 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.

                                      -3-
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Plano, Texas on this 13th day of June, 2001.


                              ENTRUST, INC.


                              By: /s/ F. William Conner
                                  ---------------------------------
                                  F. William Conner
                                  President and Chief Executive Officer


                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Entrust, Inc. hereby
severally constitute and appoint David L. Thompson and James D. Kendry, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable Entrust, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

     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>
             SIGNATURE                            TITLE                         DATE
-----------------------------------  --------------------------------  ----------------------
<S>                                  <C>                               <C>

                                     President, Chief
                                     Executive Officer and Director
/s/ F. William Conner                (Principal Executive Officer)          June 13, 2001
----------------------------
F. William Conner


                                    Executive Vice President,
                                    Finance and Administration
                                    and Chief Financial Officer
/s/ David L. Thompson               (Principal Financial and                June 13, 2001
---------------------------         Accounting Officer)
David L. Thompson




</TABLE>

                                      -4-

<PAGE>

<TABLE>
<CAPTION>
             SIGNATURE                            TITLE                         DATE
-----------------------------------  --------------------------------  ----------------------
<S>                                  <C>                               <C>
                                     Chairman of the Board and
/s/ James A. Thomson                 Director                              June 13, 2001
----------------------------
James A. Thomson


/s/ Butler C. Derrick, Jr.           Director                              June 13, 2001
----------------------------
Butler C. Derrick, Jr.


/s/ Jawaid Ekram                     Director                              June 13, 2001
----------------------------
Jawaid Ekram


/s/ Terrell B. Jones                 Director                              June 13, 2001
----------------------------
Terrell B. Jones


/s/ Michael P. Ressner               Director                              June 13, 2001
----------------------------
Michael P. Ressner


/s/ Christopher M. Stone             Director                              June 13, 2001
---------------------------
Christopher M. Stone


/s/ J. Alberto Yepez                 Director                              June 13, 2001
--------------------------
J. Alberto Yepez

</TABLE>

                                      -5-
<PAGE>

                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit
Number     Description
---------  ---------------------------------------------------------------
<S>       <C>
 4.1(1)    Articles of Amendment and Restatement of Charter of the Registrant
 4.2(1)    Amended and Restated By-Laws of the Registrant
 5         Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2       Consent of Deloitte & Touche LLP
24         Power of Attorney (included in the signature pages of this
           Registration Statement)
</TABLE>
---------------
(1) Previously filed with the Securities and Exchange Commission as an exhibit
    to the Registrant's Registration Statement on Form S-1, as amended (File No.
    333-57275), and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 17911}]
{"company-data": {"conformed-name": "ENTRUST INC", "cik": "0001031283", "assigned-sic": "7371", "irs-number": "621670648", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-62942", "film-number": "1660254"}, "business-address": {"street1": "4975 PRESTON PARK BLVD", "street2": "ONE PRESTON PARK SOUTH", "city": "PLANO", "state": "TX", "zip": "75093", "phone": "9729437300"}, "mail-address": {"street1": "4975 PRESTON PARK BLVD", "street2": "ONE PRESTON PARK SOUTH", "city": "PLANO", "state": "TX", "zip": "75093"}, "former-company": {"former-conformed-name": "ENTRUST TECHNOLOGIES INC", "date-changed": "19980619"}}
As filed with the Securities and Exchange Commission on June 13, 2001

                                                   Registration No. 333-________
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                   FORM S-8

                         REGISTRATION STATEMENT UNDER
                          THE SECURITIES ACT OF 1933

                                 ENTRUST, INC.
            (Exact Name of Registrant as Specified in Its Charter)

             MARYLAND                                       62-1670648
   (State or Other Jurisdiction of                       (I.R.S. Employer
   Incorporation or Organization)                     Identification Number)

        ONE PRESTON PARK SOUTH
4975 PRESTON PARK BOULEVARD, SUITE 400, PLANO, TEXAS           75093
    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                 (Zip Code)

          AMENDED AND RESTATED 1996 STOCK INCENTIVE PLAN, AS AMENDED
                           (Full Title of the Plan)

                               F. WILLIAM CONNER
                     PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                 ENTRUST, INC.
                            ONE PRESTON PARK SOUTH
                    4975 PRESTON PARK BOULEVARD, SUITE 400
                              PLANO, TEXAS 75093
                    (Name and Address of Agent for Service)

                                (972) 943-7300
         (Telephone Number, Including Area Code, of Agent for Service)

                        CALCULATION OF REGISTRATION FEE
================================================================================

                                        Proposed       Proposed
       Title of                         Maximum         Maximum
      Securities            Amount      Offering       Aggregate       Amount of
        to be               to be        Price         Offering       Registration
      Registered          Registered    Per Share        Price            Fee
-----------------------------------------------------------------------------------
Common Stock, $0.01       3,137,101     $5.76(1)      $18,069,702(1)    $4,518
 par value per share        shares
================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee
     pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as
     amended, and based upon the average of the high and low prices of the
     Registrant's Common Stock as reported on the Nasdaq National Market on
     June 12, 2001.

================================================================================
PART I.  INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The information required by Part I is included in documents sent or given
to participants in the Registrant's Amended and Restated 1996 Stock Incentive
Plan, as amended (the "Plan"), pursuant to Rule 428(b)(1) of the Securities Act
of 1933, as amended (the "Securities Act").

PART II.  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

     Item 3.  Incorporation of Documents by Reference

              The Registrant is subject to the informational and reporting
requirements of Sections 13(a), 14 and 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the Securities and Exchange
Commission (the "Commission").  The following documents, which are on file with
the Commission, are incorporated in this Registration Statement by reference:

              (1) The Registrant's latest annual report filed pursuant to
     Section 13(a) or 15(d) of the Exchange Act, or the latest prospectus filed
     pursuant to Rule 424(b) under the Securities Act that contains audited
     financial statements for the Registrant's latest fiscal year for which such
     statements have been filed.

              (2) All other reports filed pursuant to Section 13(a) or 15(d) of
     the Exchange Act since the end of the fiscal year covered by the document
     referred to in (1) above.

              (3) The description of the common stock of the Registrant, $0.01
     par value per share (the "Common Stock"), contained in the Registration
     Statement on Form 8-A filed by the Registrant with the Commission on August
     3, 1998, including any amendment or report filed for the purpose of
     updating such description.

              All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents.  Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement.  Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.

     Item 4.  Description of Securities

              Not applicable.

     Item 5.  Interests of Named Experts and Counsel

              Not applicable.
Item 6.  Indemnification of Directors and Officers

              Section 2-418 of the General Corporation Law of Maryland (the
"Maryland Law") provides that, unless a corporation's charter includes a
provision that restricts or limits the corporation's right to indemnify its
officers and directors, the corporation may indemnify a director or officer with
respect to proceedings instituted against such director or officer by reason of
his or her service in that capacity, unless the act or omission in question was
material and was committed in bad faith or was the result of active and
deliberate dishonesty, unless the director or officer received an improper
personal benefit or unless the director or officer had reasonable cause to
believe that the act or omission was unlawful.  The Registrant's Articles of
Incorporation and Bylaws provide that the Registrant shall indemnify and advance
expenses to its currently acting and its former directors to the fullest extent
permitted by the Maryland Law and that the Registrant shall indemnify and
advance expenses to its officers to the same extent as its directors and to such
further extent as is consistent with law.  However, nothing in the Articles of
Incorporation or Bylaws of the Registrant protects or indemnifies a director,
officer, employee or agent against any liability to which he would otherwise be
subject by reason of willful misfeasance, bad faith, gross negligence or
reckless disregard of the duties involved in the conduct of his office.  To the
extent that a director has been successful in defense of a proceeding, unless
limited by charter, the Maryland Law provides that he shall be indemnified
against reasonable expenses incurred in connection therewith.

              Certain of the directors of the Registrant are also officers of
Nortel Networks Limited ("NNL"), an indirect shareholder of the Registrant, and
are serving on the Registrant's Board of Directors at the request of NNL.
Pursuant to NNL's Bylaws, NNL will indemnify its officers when they are acting
at NNL's request as directors of a corporation of which NNL is a shareholder,
provided that such officers acted honestly, in good faith and had reasonable
grounds to believe their conduct was lawful.

     Item 7.  Exemption from Registration Claimed

              Not applicable.

     Item 8.  Exhibits

              The Exhibit Index immediately preceding the exhibits is
incorporated herein by reference.

     Item 9.  Undertakings

          1.  The undersigned Registrant hereby undertakes:

               (a) 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 Securities 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

                                      -2-
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 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;

     provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if
     the Registration Statement is on Form S-3, Form S-8 or Form F-3, and the
     information required to be included in a post-effective amendment by those
     paragraphs is contained in periodic reports filed with or furnished to the
     Commission by the Registrant pursuant to Section 13 or 15(d) of the
     Exchange Act that are incorporated by reference in the Registration
     Statement.

              (2) That, for the purpose of determining any liability under the
     Securities 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.

          2.  The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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.

          3.  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
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 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.

                                      -3-
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, 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 Plano, Texas on this 13th day of June, 2001.

                              ENTRUST, INC.

                              By: /s/ F. William Conner
                                  ---------------------------------
                                  F. William Conner
                                  President and Chief Executive Officer

                               POWER OF ATTORNEY

     We, the undersigned officers and directors of Entrust, Inc. hereby
severally constitute and appoint David L. Thompson and James D. Kendry, and each
of them singly, our true and lawful attorneys with full power to them, and each
of them singly, to sign for us and in our names in the capacities indicated
below, the Registration Statement on Form S-8 filed herewith and any and all
subsequent amendments to said Registration Statement, and generally to do all
such things in our names and behalf in our capacities as officers and directors
to enable Entrust, Inc. to comply with all requirements of the Securities and
Exchange Commission, hereby ratifying and confirming our signatures as they may
be signed by said attorneys, or any of them, to said Registration Statement and
any and all amendments thereto.

     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.
SIGNATURE                            TITLE                         DATE
-----------------------------------  --------------------------------  ----------------------
President, Chief
                                     Executive Officer and Director
/s/ F. William Conner                (Principal Executive Officer)          June 13, 2001
----------------------------
F. William Conner

                                    Executive Vice President,
                                    Finance and Administration
                                    and Chief Financial Officer
/s/ David L. Thompson               (Principal Financial and                June 13, 2001
---------------------------         Accounting Officer)
David L. Thompson
-4-
SIGNATURE                            TITLE                         DATE
-----------------------------------  --------------------------------  ----------------------
Chairman of the Board and
/s/ James A. Thomson                 Director                              June 13, 2001
----------------------------
James A. Thomson

/s/ Butler C. Derrick, Jr.           Director                              June 13, 2001
----------------------------
Butler C. Derrick, Jr.

/s/ Jawaid Ekram                     Director                              June 13, 2001
----------------------------
Jawaid Ekram

/s/ Terrell B. Jones                 Director                              June 13, 2001
----------------------------
Terrell B. Jones

/s/ Michael P. Ressner               Director                              June 13, 2001
----------------------------
Michael P. Ressner

/s/ Christopher M. Stone             Director                              June 13, 2001
---------------------------
Christopher M. Stone

/s/ J. Alberto Yepez                 Director                              June 13, 2001
--------------------------
J. Alberto Yepez
-5-
EXHIBIT INDEX
Exhibit
Number     Description
---------  ---------------------------------------------------------------
4.1(1)    Articles of Amendment and Restatement of Charter of the Registrant
 4.2(1)    Amended and Restated By-Laws of the Registrant
 5         Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1       Consent of Hale and Dorr LLP (included in Exhibit 5)
23.2       Consent of Deloitte & Touche LLP
24         Power of Attorney (included in the signature pages of this
           Registration Statement)
---------------
(1) Previously filed with the Securities and Exchange Commission as an exhibit
    to the Registrant's Registration Statement on Form S-1, as amended (File No.
    333-57275), and incorporated herein by reference.