UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION

12(G) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE

REPORTS UNDER SECTION 13 AND 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number			000-27287
InterTrust Technologies Corporation
(Exact Name of Registrant as specified in its charter)
4800 Patrick Henry Blvd., Santa Clara, California 95054, (408) 855-0100
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Common Stock, $0.001 par value per share
(Title of each class of securities covered by this Form)
None
(Title of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate provision(s) relied upon to terminate or suspend the duty to file reports:
	Rule 12g-4(a)(1)(i)    x Rule 12g-4(a)(1)(ii)   ¨ Rule 12g-4(a)(2)(i)    ¨ Rule 12g-4(a)(2)(ii)   ¨ Rule 12h-3(b)(1)(i)    x	Rule 12h-3(b)(1)(ii)     ¨ Rule 12h-3(b)(2)(i)      ¨ Rule 12h-3(b)(2)(ii)     ¨ Rule 15d-6                    ¨
Approximate number of holders of record as of the certification or notice date:    One
Pursuant to the requirements of the Securities Exchange Act of 1934, InterTrust Technologies Corporation has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

DATE:	January 7, 2003	BY:	/S/ ELIZABETH COPPINGER
			Name: Elizabeth Coppinger Title:   Vice President