<PAGE>

     As filed with the Securities and Exchange Commission on August 22, 2002

                                                   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 Hanover Park, Suite 800
16633 Dallas Parkway
Addison, Texas                                             75001
   (Address of Principal Executive Offices)              (Zip Code)

                      ENTRUST, INC. 401(K) PLAN, AS AMENDED
                            (Full Title of the Plan)

                                F. WILLIAM CONNER
                      President and Chief Executive Officer
                                  Entrust, Inc.
                           One Hanover Park, Suite 800
                              16633 Dallas Parkway
                              Addison, Texas 75001
                     (Name and Address of Agent for Service)

                                 (972) 713-5800
          (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 par      100,000 shares           $3.20(2)             $320,000(2)             $30
value per share(1)
====================================================================================================================
</TABLE>

(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.

<PAGE>

(2)  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
     August 16, 2002.

================================================================================

<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 401(k) 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 and the Plan are 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 file reports, proxy statements (in the case of the Registrant) 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
         Registrant 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, as amended by the Registrant's Current
         Report on Form 8-K dated April 27, 2001, as further amended by any
         amendment or report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant or the Plan
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.


                                       -1-

<PAGE>

         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.

         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 Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of


                                       -2-

<PAGE>

                           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

         The Registrant. 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 the city of Addison, state of Texas on this 22nd day of
August, 2002.

                                        ENTRUST, INC.



                                        By: /s/ F. William Conner
                                            ------------------------------------
                                            F. William Conner
                                            President, Chief Executive Officer
                                            and Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Entrust, Inc., hereby
severally constitute and appoint F. William Conner, 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 Chairman of the Board (Principal
 /s/ F. William Conner      Executive Officer)
------------------------
F. William Conner                                                August 22, 2002

                            Senior Vice President and Chief
                            Financial Officer (Principal
                            Financial and Accounting Officer)
 /s/ David L. Thompson                                           August 22, 2002
------------------------
David L. Thompson


                                       -4-

<PAGE>



 /s/ Wesley K. Clark                      Director             August 22, 2002
-------------------------------
Wesley K. Clark


 /s/ Butler C. Derrick, Jr.               Director             August 22, 2002
-------------------------------
Butler C. Derrick, Jr.


 /s/ Terrell B. Jones                     Director             August 22, 2002
-------------------------------
Terrell B. Jones


 /s/ Michael P. Ressner                   Director             August 22, 2002
-------------------------------
Michael P. Ressner


 /s/ Douglas Schloss                      Director             August 22, 2002
-------------------------------
Douglas Schloss


 /s/ Liener Temerlin                      Director             August 22, 2002
-------------------------------
Liener Temerlin


 /s/ J. Alberto Yepez                     Director             August 22, 2002
-------------------------------
J. Alberto Yepez



                                       -5-

<PAGE>

         The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Addison, state of Texas,
on this 22nd day of August, 2002.

                                 ENTRUST, INC. 401(K) PLAN, AS AMENDED


                                 By:  Entrust, Inc., Administrator

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

                                       -6-

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

4.1(1)    Articles of Amendment and Restatement of Charter, as amended, of the
          Registrant

4.4(2)    Amended and Restated By-Laws of the Registrant

5         Internal Revenue Service Determination Letter dated December 10, 2001

23        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 Annual Report on Form 10-K for the fiscal year ended
     December 31, 2001 (File No. 000-24733), and incorporated herein by
     reference.

(2)  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.

                                      -7-
[{"type": "S-8", "sequence": "1", "filename": "ds8.txt", "description": "FORM S-8", "secsgml_size_bytes": 20009}]
{"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": "333-98547", "film-number": "02745904"}, "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 August 22, 2002

                                                   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 Hanover Park, Suite 800
16633 Dallas Parkway
Addison, Texas                                             75001
   (Address of Principal Executive Offices)              (Zip Code)

                      ENTRUST, INC. 401(K) PLAN, AS AMENDED
                            (Full Title of the Plan)

                                F. WILLIAM CONNER
                      President and Chief Executive Officer
                                  Entrust, Inc.
                           One Hanover Park, Suite 800
                              16633 Dallas Parkway
                              Addison, Texas 75001
                     (Name and Address of Agent for Service)

                                 (972) 713-5800
          (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 par      100,000 shares           $3.20(2)             $320,000(2)             $30
value per share(1)
====================================================================================================================
(1)  In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
     amended, this registration statement also covers an indeterminate amount of
     interests to be offered or sold pursuant to the employee benefit plan
     described herein.
(2)  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
     August 16, 2002.

================================================================================
--------------------------------------------------------------------------------

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 401(k) 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 and the Plan are 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 file reports, proxy statements (in the case of the Registrant) 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
         Registrant 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, as amended by the Registrant's Current
         Report on Form 8-K dated April 27, 2001, as further amended by any
         amendment or report filed for the purpose of updating such description.

                  All documents subsequently filed by the Registrant or the Plan
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.

                                       -1-
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.

         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 Registration
                           Statement. Notwithstanding the foregoing, any
                           increase or decrease in volume of securities offered
                           (if the total dollar value of

                                       -2-
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

         The Registrant. 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 the city of Addison, state of Texas on this 22nd day of
August, 2002.

                                        ENTRUST, INC.

                                        By: /s/ F. William Conner
                                            ------------------------------------
                                            F. William Conner
                                            President, Chief Executive Officer
                                            and Chairman of the Board

                                POWER OF ATTORNEY

         We, the undersigned officers and directors of Entrust, Inc., hereby
severally constitute and appoint F. William Conner, 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 Chairman of the Board (Principal
 /s/ F. William Conner      Executive Officer)
------------------------
F. William Conner                                                August 22, 2002

                            Senior Vice President and Chief
                            Financial Officer (Principal
                            Financial and Accounting Officer)
 /s/ David L. Thompson                                           August 22, 2002
------------------------
David L. Thompson

                                       -4-
/s/ Wesley K. Clark                      Director             August 22, 2002
-------------------------------
Wesley K. Clark

 /s/ Butler C. Derrick, Jr.               Director             August 22, 2002
-------------------------------
Butler C. Derrick, Jr.

 /s/ Terrell B. Jones                     Director             August 22, 2002
-------------------------------
Terrell B. Jones

 /s/ Michael P. Ressner                   Director             August 22, 2002
-------------------------------
Michael P. Ressner

 /s/ Douglas Schloss                      Director             August 22, 2002
-------------------------------
Douglas Schloss

 /s/ Liener Temerlin                      Director             August 22, 2002
-------------------------------
Liener Temerlin

 /s/ J. Alberto Yepez                     Director             August 22, 2002
-------------------------------
J. Alberto Yepez

                                       -5-
The Plan. Pursuant to the requirements of the Securities Act of 1933,
the trustees (or other persons who administer the employee benefit plan) have
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the city of Addison, state of Texas,
on this 22nd day of August, 2002.

                                 ENTRUST, INC. 401(K) PLAN, AS AMENDED

                                 By:  Entrust, Inc., Administrator

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

                                       -6-
EXHIBIT INDEX

Exhibit
Number    Description
------    -----------

4.1(1)    Articles of Amendment and Restatement of Charter, as amended, of the
          Registrant

4.4(2)    Amended and Restated By-Laws of the Registrant

5         Internal Revenue Service Determination Letter dated December 10, 2001

23        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 Annual Report on Form 10-K for the fiscal year ended
     December 31, 2001 (File No. 000-24733), and incorporated herein by
     reference.

(2)  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.

                                      -7-