SC 13D/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 2)

ENTRUST, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share
(Title of Class of Securities)

293848107
(CUSIP Number)

J. Markham Penrod, IACCP^SM
Chief Compliance Officer
Empire Capital Management, LLC
One Gorham Island, Suite 201
Westport, CT 06880 USA
(203) 454-1019
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 24, 2008
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box o.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on the following pages)

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Empire Capital Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,698,041
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			4,698,041
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	PN

2

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Empire GP, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			4,698,041
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			4,698,041
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	OO

3

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Empire Capital Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			6,552,659
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			6,552,659
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	OO

4

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)  Scott A. Fine
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,250,700
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			11,250,700
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	IN

5

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Peter J. Richards
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			11,250,700
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			11,250,700
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	IN

6

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arcadia Opportunity Master Fund, Ltd.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			563,621
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	PN

7

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Arcadia Capital Advisors, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			563,621
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	OO

8

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James H. Dennedy
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			30,000
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			30,000
WITH		10	SHARED DISPOSITIVE POWER
			563,621
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	IN

9

CUSIP No. 293848107 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Richard S. Rofé
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS*
	PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
		7	SOLE VOTING POWER
NUMBER OF			-0-
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			563,621
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			-0-
WITH		10	SHARED DISPOSITIVE POWER
			563,621
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,844,321
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	19.3%
14	TYPE OF REPORTING PERSON*
	IN

10

Item 1. Security and Issuer

          The name of the issuer is ENTRUST, INC. (the “Company”). The Company’s principal executive offices are located at 4975 Preston Park Blvd., One Preston Park South, Plano, TX, 75093. This Schedule 13D relates to the Company’s common stock, par value $0.01 (the “Common Stock”).

Item 2. Identity and Background

Empire Capital Partners, L.P.

(a)	Empire Capital Partners, L.P.
(b)	1 Gorham Island, Suite 201, Westport, CT 06880.
(c)	Empire Capital Partners, L.P. (“Empire Capital”) is a Delaware limited partnership which operates as a private investment partnership. Empire Capital is filing with respect to the shares of Common Stock directly owned by it.
(d)	Empire Capital, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Empire Capital, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Empire Capital being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Empire GP, L.L.C.

(a)	Empire GP, L.L.C.
(b)	1 Gorham Island, Suite 201, Westport, CT 06880.
(c)	Empire GP, L.L.C., (“Empire GP”) is a limited liability company organized under the laws of the State of Delaware and serves as the general partner of the Empire Capital and in such capacity has responsibility for the management of the Empire Capital. Empire GP is filing with respect to shares of Common Stock directly owned by Empire Capital.
(d)	Empire GP, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Empire GP, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Empire GP being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Empire Capital Management, L.L.C.

(a)	Empire Capital Management, L.L.C.
(b)	1 Gorham Island, Suite 201, Westport, CT 06880.
(c)	Empire Capital Management, L.L.C., a Delaware limited liability company (“Empire Management”), provides investment management and administrative services to Empire Capital, Empire Capital Partners, LTD (the “Empire Overseas Fund”), Empire Capital Partners Enhanced Master Fund, LTD (the “Enhanced Fund”), Charter Oak Partners, L.P. (“Charter Oak”), Charter Oak Partners II, L.P. (“Charter Oak II”) and Charter Oak Master Fund, LP. (“Charter Oak Master” and together, the “Charter Oak Funds”). Empire Management is filing with respect to the shares of Common Stock directly owned by the Empire Overseas Fund and the Charter Oak Funds.

11

(d)

Empire Management, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.

(e)

Empire Management, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Empire Management being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. Scott A. Fine

(a)	Scott A. Fine
(b)	1 Gorham Island, Suite 201, Westport, CT 06880.
(c)	Mr. Fine, together with Mr. Richards, as Members, direct the operations of Empire GP and Empire Management. Mr. Fine is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Fine is filing with respect to the shares of Common Stock directly owned by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock.
(d)	Mr. Fine, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Mr. Fine, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Fine being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States citizen.

Mr. Peter J. Richards

(a)	Peter J. Richards
(b)	1 Gorham Island, Suite 201, Westport, CT 06880.
(c)	Mr. Richards, together with Mr. Fine, as Members, direct the operations of Empire GP and Empire Management. Mr. Richards is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Richards is filing with respect to the shares of Common Stock directly owned by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock.
(d)	Mr. Richards, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Mr. Richards, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Richards being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States citizen.

Arcadia Opportunity Master Fund, Ltd.

(a) Arcadia Opportunity Master Fund, Ltd.

12

(b)	175 Great Neck Rd, Suite 406, Great Neck, NY 11021
(c)	Arcadia Opportunity Master Fund, Ltd. (“Arcadia Fund”) is a Cayman Islands exempted company incorporated with limited liability which operates as a pooled investment fund. Arcadia Fund is filing with respect to the shares of Common Stock directly owned by it.
(d)	Arcadia Fund, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Arcadia Fund, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Arcadia Fund being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Arcadia Capital Advisors, LLC

(a)	Arcadia Capital Advisors, LLC
(b)	175 Great Neck Rd, Suite 406, Great Neck, NY 11021
(c)	Arcadia Capital Advisors, LLC (“Arcadia Advisors”) is a Delaware limited liability company which serves as the general partner of Arcadia Fund and in such capacity has responsibility for the management of Arcadia Fund. Arcadia Advisors is filing with respect to the shares of Common Stock directly owned by Arcadia Fund.
(d)	Arcadia Advisors, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Arcadia Advisors, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Arcadia Advisors being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Mr. James H. Dennedy

(a)	James H. Dennedy
(b)	175 Great Neck Rd, Suite 406, Great Neck, NY 11021
(c)	Mr. Dennedy, together with Mr. Rofé, as a Members, direct the operations of Arcadia Advisors and Arcadia Fund. Mr. Dennedy is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Dennedy is filing with respect to the shares of Common Stock directly owned by Arcadia Fund and the restricted shares of Common Stock and the options to purchase Common Stock owned directly by him.
(d)	Mr. Dennedy, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Mr. Dennedy, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Dennedy being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States citizen.

Mr. Richard S. Rofé

(a) Richard S. Rofé

13

(b)	175 Great Neck Rd, Suite 406, Great Neck, NY 11021
(c)	Mr. Rofé, together with Mr. Dennedy, as a Members, direct the operations of Arcadia Advisors and Arcadia Fund. Mr. Rofé is primarily engaged in the business of securities investing. He conducts his investment activities from the address listed in (b) above. Mr. Rofé is filing with respect to the shares of Common Stock directly owned by Arcadia Fund. Mr. Rofé does not directly own any shares of Common Stock.
(d)	Mr. Rofé, during the last five years, has not been convicted in a criminal proceeding, excluding traffic violations or similar misdemeanors.
(e)	Mr. Rofé, during the last five years, has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in Mr. Rofé being at any time subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f)	United States citizen.

Empire Capital, Empire GP, Empire Management, Enhanced Fund, the Charter Oak Funds, Mr. Richards and Mr. Fine are hereinafter sometimes collectively referred to as the “Empire Affiliated Shareholders.” Arcadia Fund, Arcadia Advisors, Mr. Dennedy and Mr. Rofé are sometimes hereinafter referred to as the “Arcadia Affiliated Shareholders.” The Empire Affiliated Shareholders and the Arcadia Affiliated Shareholders are hereinafter sometimes collectively referred to as the “Reporting Persons.” Any disclosures herein with respect to persons other than the Reporting Persons are made on information and belief after making inquiry to the appropriate party.

Item 3. Source and Amount of Funds or Other Considerations.

          The aggregate purchase price of the 11,250,700 shares purchased by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds, collectively, was $30,225,185 (including commissions). The source of funding for the purchase of these shares was the general working capital of the respective purchasers.

          The aggregate purchase price of the 563,621 shares purchased by Arcadia Fund, was $715,174.82 (including commissions). The source of funding for the purchase of these shares was the general working capital of Arcadia Fund.

          The 10,000 shares of restricted Common Stock and the 20,000 options to purchase shares of Common Stock owned by Mr. Dennedy were granted to him by the Company and have no purchase price. The restricted shares and options to purchase shares will vest on June 13, 2009.

          The shares are held by the Reporting Persons in margin accounts. Such margin accounts may from time to time have debit balances. Since other securities are held in such margin accounts, it is not possible to determine the amounts, if any, of margin used with respect to the purchase of the shares.

Item 4. Purpose of Transaction.

          The Reporting Persons acquired the shares of Common Stock for the purpose of obtaining a significant equity position in the Company and considered the Common Stock to be an attractive investment at the price levels at which it acquired the shares of Common Stock.

          The Reporting Persons’ primary interest is to maximize the value of their investment. To this end, the Reporting Persons intend continually to review the Company’s business affairs and financial position and future prospects, as well as conditions in the securities markets and general economic and industrial conditions. Based on such evaluation and review and other factors (including, without limitation, the attitude of the Board of Directors and management of the Company), the Reporting Persons will continue to consider various alternative courses of action and will in the future take such actions with respect to its investment in the Company as it deems appropriate in light of the circumstances existing from time to time. Such actions may include seeking additional representation on the Board of Directors of the Company, making recommendations to members of management concerning various business strategies, other strategic partnerships, dividend policies and other matters, seeking to acquire control of the Company through a merger, proxy solicitation, tender offer, exchange offer or otherwise, or such other actions as the Reporting Persons may deem appropriate. Such actions may involve the purchase of additional

14

Common Stock or, alternatively, may involve the sale of all or a portion of the Common Stock held by the Reporting Persons in the open market or in privately negotiated transactions to one or more purchasers.

            On November 19, 2008 and in the days thereafter, the Reporting Persons engaged the management of the Company in discussions concerning the Company’s corporate governance, management effectiveness and overall strategic direction. These discussions resulted in the Empire Capital and the Company’s Board of Directors (the “Board”) coming to an understanding, memorialized in the letter agreement attached hereto as Exhibit 2, whereby, among other things, (1) Mr. F. William Conner has resigned his position as Chairman of the Board and Mr. Michael E. McGrath has replaced him in that capacity, (2) the Company has extended the deadline for the Empire Affiliated Shareholders to submit shareholder proposals for inclusion on the Company’s 2009 proxy statement and, (3) the Company has granted Board observation rights to the Empire Affiliated Shareholders.

          Empire Capital has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Empire GP. Empire GP does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), Empire GP may be deemed to own beneficially the shares owned by Empire Capital.

          The Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds have the power to dispose of and the power to vote the shares of Common Stock beneficially owned by them, which power may be exercised by their investment manager, Empire Management. Empire Management does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Empire Management may be deemed to own beneficially the shares owned by the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds.

          Messrs. Fine and Richards, as Members, direct the operations of Empire GP and Empire Management. Neither Mr. Fine nor Mr. Richards directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, each may be deemed to beneficially own the shares beneficially owned by Empire Capital, the Empire Overseas Fund, the Enhanced Fund and the Charter Oak Funds. Each of Mr. Fine and Mr. Richards disclaim beneficial ownership of the shares of Common Stock reflected in this filing, except to the extent of his respective pecuniary interest in such securities pursuant to Section 13 of the Act.

          Arcadia Fund has the power to dispose of and the power to vote the shares of Common Stock beneficially owned by it, which power may be exercised by its general partner, Arcadia Advisors. Arcadia Advisors does not directly own any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), Arcadia Advisors may be deemed to own beneficially the shares owned by Arcadia Fund.

          Messrs. Dennedy and Rofé, as Members, direct the operations of Arcadia Advisors. Mr. Rofé does not directly own any shares of Common Stock, and Mr. Dennedy owns unvested shares of restricted Common Stock and options to purchase shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act, Messrs. Dennedy and Rofé may be deemed to beneficially own the shares beneficially owned by Arcadia Fund. Each of Mr. Dennedy and Mr. Rofé disclaim beneficial ownership of the shares of Common Stock directly owned by Arcadia Fund, except to the extent of his respective pecuniary interest in such securities pursuant to Section 13 of the Act.

          Except as set forth above, the Reporting Persons do not have any plans or proposals which relate to or would result in:

(a)	The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
(b)	An extraordinary corporation transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c)	A sale or transfer of a material amount of assets of the issuer or of any of its subsidiaries;
(d)	Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board;
(e)	Any material change in the present capitalization or dividend policy of the issuer;
(f)	Any other material change in the issuer’s business or corporate structure;
(g)	Changes in the issuer’s charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
(h)	Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
(i)	Causing a class of equity securities of the issuer becoming eligible for termination of registration pursuant to

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	Section 12(g)(4) of the Act; or
(j)	Any action similar to any of those enumerated above.

Item 5. Interest in Securities of Issuer.

          According to its Form 10-Q filed with the Securities and Exchange Commission on November 6, 2008, as of November 4, 2008, the Company had 61,439,449 shares of its Common Stock outstanding. The Reporting Persons have the following interests in the Common Stock:

Empire Capital Partners, L.P.

(a)	See page 2, nos. 11 and 13.
(b)	See page 2, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Empire GP, L.L.C.

(a)	See page 3, nos. 11 and 13.
(b)	See page 3, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Empire Capital Management, L.L.C.

(a)	See page 4, nos. 11 and 13.
(b)	See page 4, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Mr. Scott A. Fine

(a)	See page 5, nos. 11 and 13.
(b)	See page 5, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Mr. Peter J. Richards

(a)	See page 6, nos. 11 and 13.
(b)	See page 6, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.

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(d)	None.
(e)	Not Applicable.

Arcadia Opportunity Master Fund, Ltd

(a)	See page 7, nos. 11 and 13.
(b)	See page 7, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Arcadia Capital Partners, LLC

(a)	See page 8, nos. 11 and 13.
(b)	See page 8, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Mr. James H. Dennedy

(a)	See page 9, nos. 11 and 13.
(b)	See page 9, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Mr. Richard S. Rofé

(a)	See page 10, nos. 11 and 13.
(b)	See page 10, nos. 7-10.
(c)	See attached Exhibit 1 for all transactions effected in the shares that have taken place in the past sixty days.
(d)	None.
(e)	Not Applicable.

Item 6. Contracts, Arrangements, Understandings or Relationship With Respect to Securities of the Issuer.

     Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Company.

Item 7. Material to be filed as Exhibits.

1.	Transactions of the Reporting Persons within the last 60 days.
2.	Letter Agreement dated November 24, 2008

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After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

DATED: November 25, 2008

By:	/s/ Scott A. Fine
Scott A. Fine, individually, and a member of Empire GP, L.L.C. and Empire Capital Management, L.L.C.
By:	/s/ Peter J. Richards
Peter J. Richards, individually, and a member of Empire GP, L.L.C. and Empire Capital Management, L.L.C.
By:	/s/ James H. Dennedy
James H. Dennedy, individually, and as a member of Arcadia Capital Advisors, LLC
By:	/s/ Richard S. Rofé
Richard S. Rofé, individually, and as a member of Arcadia Capital Advisors, LLC

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EX-99.1

Exhibit 1

Transactions by the Reporting Persons within the last sixty days:

Account Name	Trade Date		Quantity		Price		Total Amount
EMPIRE CAPITAL PARTNERS, LTD		11/6/2008		40,676		1.47	$	59,793.72
EMPIRE CAPITAL PARTNERS, LTD		11/6/2008		50,144		1.4791	$	74,167.99
Subtotal							$	133,961.71
CHARTER OAK MASTER FUND LP		11/6/2008		276		1.47	$	405.72
CHARTER OAK MASTER FUND LP		11/6/2008		340		1.4791	$	502.89
Subtotal							$	908.61
EMPIRE CAPITAL PARTNERS, L.P.		11/6/2008		41,411		1.47	$	60,874.17
EMPIRE CAPITAL PARTNERS, L.P.		11/6/2008		51,052		1.4791	$	75,511.01
Subtotal							$	136,385.18
CHARTER OAK PARTNERS 2		11/6/2008		805		1.47	$	1,183.35
CHARTER OAK PARTNERS 2		11/6/2008		992		1.4791	$	1,467.27
Subtotal							$	2,650.62
CHARTER OAK PARTNERS		11/6/2008		6,210		1.47	$	9,128.70
CHARTER OAK PARTNERS		11/6/2008		7,656		1.4791	$	11,323.99
Subtotal							$	20,452.69
EMPIRE CAPITAL PARTNERS ENHANCED MASTER FUND, LTD		11/5/2008		43,830		1.4313	$	62,733.88
EMPIRE CAPITAL PARTNERS ENHANCED MASTER FUND, LTD		11/6/2008		25,622		1.47	$	37,664.34
EMPIRE CAPITAL PARTNERS ENHANCED MASTER FUND, LTD		11/6/2008		31,586		1.4791	$	46,718.85
Subtotal							$	147,117.07
ARCADIA OPPORTUNITY MASTER FUND, LTD		10/28/2008		210,000	$	1.267	$	266,114.72
ARCADIA OPPORTUNITY MASTER FUND, LTD		10/29/2008		79,000	$	1.268	$	100,209.00
ARCADIA OPPORTUNITY MASTER FUND, LTD		10/30/2008		211,000	$	1.203	$	253,741.18
ARCADIA OPPORTUNITY MASTER FUND, LTD		11/6/2008		63,621	$	1.494	$	95,076.50
Subtotal							$	715,141.40
TOTAL				864,221			$	1,156,617.29

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EX-99.2

CONFIDENTIAL

Exhibit 2

Entrust, Inc.
One Hanover Park, Suite 201
Addison, TX 75001

November 24, 2008

Empire Capital Partners, L.P.
One Gorham Island
Westport, CT 06880

     Re: Letter Agreement

Ladies and Gentlemen:

     This letter agreement confirms the understanding and agreement between Entrust, Inc., a Maryland corporation (the “Company”), on the one hand, and Empire Capital Partners, L.P. (together with affiliated funds under common management with Empire Capital Partners, L.P. who now or in the future beneficially own shares of the Company’s common stock referred to herein as the “Empire Parties”), on the other hand, following the discussions among the Company and the Empire Parties regarding the Company’s business. In consideration of these discussions, the parties hereby agree as follows:

     1. Deadline for Including Stockholder Proposals in the Company’s 2009 Annual Meeting Proxy Statement.

          (a) Notwithstanding the November 24, 2008 deadline (the “Rule 14a-8 Deadline”) that would otherwise apply under Rule 14a-8 promulgated under the Exchange Act of 1934, as amended (“Rule 14a-8”) for the submission of stockholder proposals for inclusion in the Company’s proxy statement (the “2009 Proxy Statement”) for its 2009 annual meeting of stockholders (the “2009 Annual Meeting”), the Company hereby agrees that the Rule 14a-8 Deadline will be deemed to be the earlier to occur of (i) the date that is fourteen (14) days immediately prior to the date on which the Company initially files the 2009 Proxy Statement with the Securities and Exchange Commission (the “SEC”) and (ii) the date that is 60 days prior to the date of the 2009 Annual Meeting (provided that if less than 70 days’ notice or prior public disclosure of the date of the 2009 Annual Meeting is given to stockholders, the date referred to in this subsection (ii) will be 10 days following the date on which such notice was mailed or public disclosure was made). In addition, the Company will (x) provide the Empire Parties with written notice of the filing date for the 2009 Proxy Statement with the SEC thirty (30) days prior to such date and (y) will not file the 2009 Proxy Statement with the SEC before the filing date set forth in such notice.

          (b) Subject to the terms of this letter agreement, the Company and the Empire Parties hereby agree and acknowledge that the Empire Parties may submit stockholder proposals for inclusion in the 2009 Proxy Statement for the 2009 Annual Meeting after the Rule 14a-8 Deadline but prior to the date set forth in Section 1(a) above. Notwithstanding anything to the contrary set forth herein, the Rule 14a-8 Deadline is being effectively delayed pursuant to the terms of Section 1(a) hereof solely for the Empire Parties and solely with respect to stockholder proposals submitted by the Empire Parties that are otherwise permissible under Rule 14a-8 and not excludable by the Company under Rule 14a-8.

          (c) Except as specifically set forth herein, nothing in this letter agreement shall be deemed in any way to operate as a waiver or limitation of any of the Company’s rights under Rule 14a-8 or other applicable law.

     2. Chairman of the Board. Mr. F. William Conner will submit to the Board of Directors for consideration at the next scheduled meeting of the Board of Directors (currently scheduled for Tuesday, November 25, 2008) his resignation of as Chairman of the Board of Directors and the nomination of Michael McGrath for election as the new Chairman of the Board of the Directors. Mr. Conner will support the election at such meeting of Michael McGrath for election as the new Chairman of the Board of Directors.

     3. Observer Rights.

          (a) As long as the Empire Parties in the aggregate beneficially own at least 10% of the Company’s outstanding common stock, the Company shall invite a representative of the Empire Parties to attend all meetings of the Company’s Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided however, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if (i) access to such information or attendance at such meeting would be reasonably expected to adversely affect the attorney-client privilege between the Company and its counsel; (ii) access to such information or attendance at such meeting would be reasonably expected to result in a conflict of interest between the Empire Parties or their representative and the Company or its counsel; (iii) such representative is a direct competitor of the Company; or (iv) necessary to fulfill the Company’s obligations with respect to confidential or proprietary information of third parties.

          (b) The Empire Parties agree, and any representative of the Empire Parties will agree, to hold in confidence and trust all information provided to it or learned by it in connection with its observer rights under Section 3(a) this letter, except to the extent otherwise required by law and any other regulatory process to which the Empire Parties are subject. The Empire Parties further agree that they will not (i) disclose to any third party (other than employees and advisors who are bound by similar confidentiality restrictions) or (ii) use either (A) in connection with the purchase or sale of any security if such use would violate United States securities laws applicable to insider trading, or (B) in connection with the preparation of any analyst reports or published research if such use would require public disclosure by the Company under Regulation FD of the United States securities laws, any information they gain pursuant to this letter agreement. Notwithstanding the foregoing, the following information shall not be subject to the restrictions of this letter agreement: (i) information which was publicly known and generally available prior to the time of disclosure to the Empire Parties by the Company; (ii) information which becomes publicly known and generally available after disclosure to the Empire Parties by the Company through no action or inaction of the Empire Parties; (iii) information which is in the possession of the Empire Parties, without confidentiality restrictions, at the time of disclosure by the Company; or (iv) information which comes into the possession of the Empire Parties, without confidentiality restrictions, from a third party that does not, to the Empire Parties’ knowledge, owe a duty of confidentiality to the Company with respect to the information.

     4. Securities Laws. The Empire Parties are aware, and will advise their representatives who are informed of the matters that are the subject of this letter agreement, of the restrictions imposed by the United States securities laws on the purchase or sale of securities by any person who has received material, non-public information from the issuer of such securities and on the communication of such information to any other person when it is reasonably foreseeable that such other person is likely to purchase or sell such securities in reliance upon such information.

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     5. Public Disclosure. Each of the parties hereto agrees that he or it shall not issue a press release or otherwise make any public statement or disclosure regarding the matters set forth in this letter agreement without the prior consent of the other party hereto; provided, however, that notwithstanding the foregoing, (i) the Company may issue a press release and file a Current Report on Form 8-K to announce and report this letter agreement and the subject matter hereof, provided that the Company affords a designated representative of the Empire Parties an opportunity to review and provide comments on any such press release or Current Report prior to the issuance or filing thereof, and considers in good faith any comments of the Empire Parties thereto, and (ii) the Empire Parties may issue a press release and file an amendment to the Empire Parties’ most recent filing on Schedule 13D in respect of the Company’s common stock to report this letter agreement and the subject matter hereof (and any related matters), provided that the Empire Parties afford the Company an opportunity to review and provide comments on any such press release or amendment prior to the issuance or filing thereof, and considers in good faith any comments of the Company thereto.

     6. Entire Agreement. This letter agreement contains the entire agreement between and among the parties concerning the subject matter of this letter agreement and supersedes all prior agreements and understandings with respect to such subject matter.

     7. Governing Law. This letter agreement shall be governed by, and construed in accordance with, the laws of the State of Maryland, without regard to conflict of law principles.

     8. Assignment.  This letter agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assignees. This letter agreement may not be assigned by the Company without the written consent or other written approval of the Empire Parties. This letter agreement may not be assigned by the Empire Parties (or any of them) without the prior written consent of the Company.

     9. Amendment. Except as expressly provided herein, neither this letter agreement nor any term hereof may be amended, waived, discharged or terminated other than by a written instrument signed by the party against whom enforcement of any such amendment, waiver, discharge or termination is sought.

     10. Termination.

          (a) This letter agreement shall automatically terminate and be of no further force or effect, without any action on the part of any of the parties hereto, upon the earlier to occur of (i) the date on which the Empire Parties cease to beneficially own at least 10% of the Company’s outstanding common stock and (ii) consummation of a change of control of the Company, which shall be defined to mean (x) any transaction or series of related transactions pursuant to which the stockholders of the Company prior to such transaction or series of transactions hold less than a majority of the voting power of the Company or any successor in interest thereto or less than a majority in interest of all or substantially all of the assets of the Company, and (y) any transaction or series of related transactions pursuant to which the members of the Board prior to such transaction or series of transactions constitute less than a majority of the members of the Board or the board of directors of any successor in interest thereto; provided, however, that the Empire Parties may at any time terminate all rights and obligations under Section 3(a) hereof (but not the remainder of this letter agreement) by sending written notice thereof to the Company.

          (b) Notwithstanding anything to the contrary set forth herein, in the event the rights and obligations under Section 3(a) hereof are terminated by the Empire Parties, or if this letter agreement otherwise terminates pursuant to its terms, the confidentiality and use restrictions set forth in Section 3(b)

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of this letter agreement (i) will continue to apply to any information learned by the Empire Parties and their representative pursuant to the observer rights set forth in Section 3(a) prior to such termination and (ii) will not apply to any information learned by the Empire Parties and their representative after such termination.

     11. Facsimile; Counterparts.  This letter agreement may be executed by facsimile and in two or more counterparts, each of which may be executed by fewer than all of the parties hereto, each of which shall be fully enforceable against each of the other parties hereto actually executing such counterparts, and all of which together shall constitute one and the same instrument, enforceable against all of the parties hereto.

     12. Severability. In the event that any term or provision of this letter agreement shall become, or is declared by a court of competent jurisdiction to be, illegal, unenforceable or void, this letter agreement shall continue in full force and effect without said term or provision as close as possible to the intent of the parties hereto.

     13. Headings. The article and section headings set forth in this letter agreement are included for convenience of reference only and shall not affect the meaning or interpretation of this letter agreement or any provision hereof.

     14. Authority. Each of the Company and the Empire Parties hereby represents and warrants to the other parties that:

          (a) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, all of which have been duly authorized by all requisite corporate, partnership or limited liability company action, as the case may be and in the case of the Company, that the Board has authorized and approved this letter agreement; and

          (b) this letter agreement has been duly and validly executed and delivered by such party and constitutes the legal, valid and binding obligation of such party, enforceable against it in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity (regardless of whether considered in a proceeding in equity or at law).

[Remainder of Page Intentionally Left Blank]

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     If the foregoing is acceptable, kindly sign and return a duplicate copy of this letter agreement to the undersigned.

Very truly yours, ENTRUST, INC.
By:	/s/ F. William Conner
Name:	F. William Conner
Title:	Chairman, President and Chief Executive Officer

Agreed to by:
EMPIRE CAPITAL PARTNERS, L.P.
By:	/s/ Peter J. Richards
Name:	Peter J. Richards
Title:	Member of Empire G.P., L.L.C., general partner of Empire Capital Partners, L.P.
/s/ F. William Conner
F. William Conner, individually (for purposes of Section 2 hereof)

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