content: <PAGE>   1
  
  
        As filed with the Securities and Exchange Commission on March 5, 2001
  
                                                 Registration No. 333-____________
  ================================================================================
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
  
                                  RSA SECURITY INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
  
                 DELAWARE                                       04-2916506
      (State or Other Jurisdiction of                        (I.R.S. Employer
       Incorporation or Organization)                     Identification Number)
  
  36 CROSBY DRIVE, BEDFORD, MASSACHUSETTS                               01730
  (Address of Principal Executive Offices)                           (Zip Code)
  
                              XCERT INTERNATIONAL, INC.
                       1998 EQUITY INCENTIVE PLAN, AS AMENDED
                              (Full Title of the Plan)
  
  
                               ARTHUR W. COVIELLO, JR.
                                  RSA SECURITY INC.
                                   36 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                       (Name and Address of Agent For Service)
  
                                   (781) 301-5000
            (Telephone Number, Including Area Code, of Agent For Service)
  
  
  
  <PAGE>   2
  
  
  
                           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>        <C>                 <C>
  Common Stock, $.01       107,720         $3.63 to $68.04     $3,828,368.80       $958.00
  par value                 shares               (1)                (1)
  --------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)      Estimated solely for the purpose of calculating the registration fee in
           accordance with Rule 457(h) of the Securities Act of 1933, as amended.
           The price per share and aggregate offering price are calculated on the
           basis of $35.54, the weighted average exercise price of the 107,720
           shares subject to outstanding stock option grants under the Xcert
           International, Inc. 1998 Equity Incentive Plan, as amended, at prices
           ranging from $3.63 to $68.04 per share.
  
  
  
  
                                        -2-
  <PAGE>   3
  
  
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given by RSA Security Inc. (the "Registrant") to participants in the Xcert
  International, Inc. 1998 Equity Incentive Plan, as amended (the "Plan"),
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the Plan pursuant to Rule 428(b)(1) of 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:
  
           (a) 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.
  
           (b) 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 (a) above.
  
           (c) The description of the common stock of the Registrant, $.01 par
  value per share (the "Common Stock"), contained in Registrant's registration
  statements on Form 8-A and filed under the Exchange Act, 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
  
  
  
                                        -3-
  <PAGE>   4
  
  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
  
           The validity of the Common Stock offered hereby will be passed upon for
  the Registrant by Kathryn L. Leach, Assistant General Counsel of the Registrant.
  Ms. Leach has options to purchase an aggregate of 15,000 shares of Common Stock,
  which become exercisable in periodic installments through November 2004.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
            Article EIGHTH of the Registrant's Third Restated Certificate of
  Incorporation, as amended (the "Restated Certificate of Incorporation"),
  provides that no director of the Registrant shall be personally liable for any
  monetary damages for any breach of fiduciary duty as a director, except to the
  extent that the Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.
  
           Article NINTH of the Registrant's Restated Certificate of Incorporation
  provides that a director or officer of the Registrant (a) shall be indemnified
  by the Registrant against all expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement incurred in connection with any litigation
  or other legal proceeding (other than an action by or in the right of the
  Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
           Indemnification is required to be made unless the Registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification
  
  
  
                                        -4-
  <PAGE>   5
  
  payment within 60 days after such payment is claimed by such person, such person
  is permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
           Article NINTH of the Registrant's Restated Certificate of Incorporation
  further provides that the indemnification provided therein is not exclusive, and
  provides that in the event that the Delaware General Corporation Law is amended
  to expand the indemnification permitted to directors or officers the Registrant
  must indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.
  Section 145 further provides that a corporation similarly may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection with the defense or settlement of such action or
  suit if he acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation, except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or the court
  in which such action or suit was brought shall determine upon application that,
  despite an adjudication of liability but in view of all the circumstances of the
  case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
           The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
  
  
                                        -5-
  <PAGE>   6
  
  ITEM 9. UNDERTAKINGS.
  
           1.       The undersigned Registrant hereby undertakes:
  
                    (1) 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; 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 (i) and (ii) do not apply if 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.
  
  
  
                                        -6-
  <PAGE>   7
  
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Town of Bedford, Massachusetts on March 5, 2001.
  
                                    RSA SECURITY INC.
  
                                    By:  /s/ Arthur W. Coviello, Jr.
                                         ------------------------------
                                         Arthur W. Coviello, Jr.
                                         President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of RSA Security Inc. hereby
  severally constitute Charles R. Stuckey, Jr., Arthur W. Coviello, Jr. and Hal J.
  Leibowitz, 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 RSA Security 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, 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>
  /s/ Arthur W. Coviello, Jr.       President, Chief Executive Officer and Director                  March 5, 2001
  ---------------------------       (Principal Executive Officer)
  Arthur W. Coviello, Jr.
  
  /s/ John F. Kennedy               Senior Vice President, Finance and Operations, and               March 5, 2001
  ---------------------------       Chief Financial Officer (Principal Financial and
  John F. Kennedy                   Accounting Officer)
  
  /s/ Charles R. Stuckey, Jr.       Chairman of the Board of Directors                               March 5, 2001
  ---------------------------
  Charles R. Stuckey, Jr.
  
  /s/ Robert P. Badavas             Director                                                         March 5, 2001
  ---------------------------
  Robert P. Badavas
  
  /s/ D. James Bidzos               Director                                                         March 5, 2001
  ---------------------------
  D. James Bidzos
  
  /s/ Richard L. Earnest            Director                                                         March 5, 2001
  ---------------------------
  Richard L. Earnest
  
  /s/ Taher Elgamal                 Director                                                         March 5, 2001
  ------------------
  Taher Elgamal
  
  /s/ Joseph B. Lassiter, III       Director                                                         March 5, 2001
  ---------------------------
  Joseph B. Lassiter, III
  
  /s/ James K. Sims                 Director                                                         March 5, 2001
  ------------------
  James K. Sims
  </TABLE>
  
  
  
                                        -7-
  <PAGE>   8
  
  
  
                                    EXHIBIT INDEX
  
  
     EXHIBIT
      NUMBER                    DESCRIPTION
     -------                    -----------
       4.1          Specimen Certificate for shares of Common Stock, $.01 par
                    value per share, of the Registrant. (Incorporated herein by
                    reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-8 (File No. 333-45024).)
  
       4.2          Rights Agreement, dated as of July 20, 1999, between the
                    Registrant and State Street Bank and Trust Company, which
                    includes as Exhibit A the Form of Rights Certificate, and as
                    Exhibit B the Summary of Rights to Purchase Common Stock.
                    Pursuant to the Rights Agreement, Rights Certificates will not
                    be mailed until after the Distribution Date (as that term is
                    defined in the Rights Agreement). (Incorporated by reference
                    to Exhibit 1 to the Registrant's Registration Statement on
                    Form 8-A as filed with the Securities and Exchange Commission
                    on July 23, 1999.)
  
       5.1          Opinion of Kathryn L. Leach, Esq.
  
       23.1         Consent of Deloitte & Touche LLP.
  
       23.2         Consent of Kathryn L. Leach, Esq. (included in Exhibit 5.1).
  
       24.1         Power of Attorney (included in the signature pages of this
                    Registration Statement).
  
       99.1         Xcert International, Inc. 1998 Equity Incentive Plan, as
                    amended.
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b38574rss-8.txt", "description": "RSA SECURITY, INC", "secsgml_size_bytes": 22671}]
metadata_filer: {"company-data": {"conformed-name": "RSA SECURITY INC/DE/", "cik": "0000932064", "assigned-sic": "3577", "irs-number": "042916506", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-56560", "film-number": "1561475"}, "business-address": {"street1": "20 CROSBY DR", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "7813015000"}, "mail-address": {"street1": "20 CROSBY DRIVE", "city": "BEDFORD", "state": "MA", "zip": "01730"}, "former-company": {"former-conformed-name": "SECURITY DYNAMICS TECHNOLOGIES INC /DE/", "date-changed": "19941027"}}
text: 1
  
        As filed with the Securities and Exchange Commission on March 5, 2001
  
                                                 Registration No. 333-____________
  ================================================================================
  
                         SECURITIES AND EXCHANGE COMMISSION
                                Washington, DC 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                  RSA SECURITY INC.
               (Exact Name of Registrant as Specified in Its Charter)
  
                 DELAWARE                                       04-2916506
      (State or Other Jurisdiction of                        (I.R.S. Employer
       Incorporation or Organization)                     Identification Number)
  
  36 CROSBY DRIVE, BEDFORD, MASSACHUSETTS                               01730
  (Address of Principal Executive Offices)                           (Zip Code)
  
                              XCERT INTERNATIONAL, INC.
                       1998 EQUITY INCENTIVE PLAN, AS AMENDED
                              (Full Title of the Plan)
  
                               ARTHUR W. COVIELLO, JR.
                                  RSA SECURITY INC.
                                   36 CROSBY DRIVE
                            BEDFORD, MASSACHUSETTS 01730
                       (Name and Address of Agent For Service)
  
                                   (781) 301-5000
            (Telephone Number, Including Area Code, of Agent For Service)
  2
  
                           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, $.01       107,720         $3.63 to $68.04     $3,828,368.80       $958.00
  par value                 shares               (1)                (1)
  --------------------------------------------------------------------------------------------
  (1)      Estimated solely for the purpose of calculating the registration fee in
           accordance with Rule 457(h) of the Securities Act of 1933, as amended.
           The price per share and aggregate offering price are calculated on the
           basis of $35.54, the weighted average exercise price of the 107,720
           shares subject to outstanding stock option grants under the Xcert
           International, Inc. 1998 Equity Incentive Plan, as amended, at prices
           ranging from $3.63 to $68.04 per share.
  
                                        -2-
  3
  
                                       PART I
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  ITEM 1.  PLAN INFORMATION.
  
           The information required by Item 1 is included in documents sent or
  given by RSA Security Inc. (the "Registrant") to participants in the Xcert
  International, Inc. 1998 Equity Incentive Plan, as amended (the "Plan"),
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act").
  
  ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
  
           The written statement required by Item 2 is included in documents sent
  or given to participants in the Plan pursuant to Rule 428(b)(1) of 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:
  
           (a) 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.
  
           (b) 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 (a) above.
  
           (c) The description of the common stock of the Registrant, $.01 par
  value per share (the "Common Stock"), contained in Registrant's registration
  statements on Form 8-A and filed under the Exchange Act, 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
  
                                        -3-
  4
  
  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
  
           The validity of the Common Stock offered hereby will be passed upon for
  the Registrant by Kathryn L. Leach, Assistant General Counsel of the Registrant.
  Ms. Leach has options to purchase an aggregate of 15,000 shares of Common Stock,
  which become exercisable in periodic installments through November 2004.
  
  ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
            Article EIGHTH of the Registrant's Third Restated Certificate of
  Incorporation, as amended (the "Restated Certificate of Incorporation"),
  provides that no director of the Registrant shall be personally liable for any
  monetary damages for any breach of fiduciary duty as a director, except to the
  extent that the Delaware General Corporation Law prohibits the elimination or
  limitation of liability of directors for breach of fiduciary duty.
  
           Article NINTH of the Registrant's Restated Certificate of Incorporation
  provides that a director or officer of the Registrant (a) shall be indemnified
  by the Registrant against all expenses (including attorneys' fees), judgments,
  fines and amounts paid in settlement incurred in connection with any litigation
  or other legal proceeding (other than an action by or in the right of the
  Registrant) brought against him by virtue of his position as a director or
  officer of the Registrant if he acted in good faith and in a manner he
  reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, and, with respect to any criminal action or proceeding, had no
  reasonable cause to believe his conduct was unlawful and (b) shall be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  and amounts paid in settlement incurred in connection with any action by or in
  the right of the Registrant brought against him by virtue of his position as a
  director or officer of the Registrant if he acted in good faith and in a manner
  he reasonably believed to be in, or not opposed to, the best interests of the
  Registrant, except that no indemnification shall be made with respect to any
  matter as to which such person shall have been adjudged to be liable to the
  Registrant, unless a court determines that, despite such adjudication but in
  view of all of the circumstances, he is entitled to indemnification of such
  expenses. Notwithstanding the foregoing, to the extent that a director or
  officer has been successful, on the merits or otherwise, including, without
  limitation, the dismissal of an action without prejudice, he is required to be
  indemnified by the Registrant against all expenses (including attorneys' fees)
  incurred in connection therewith. Expenses shall be advanced to a director or
  officer at his request, provided that he undertakes to repay the amount advanced
  if it is ultimately determined that he is not entitled to indemnification for
  such expenses.
  
           Indemnification is required to be made unless the Registrant determines
  that the applicable standard of conduct required for indemnification has not
  been met. In the event of a determination by the Registrant that the director or
  officer did not meet the applicable standard of conduct required for
  indemnification, or if the Registrant fails to make an indemnification
  
                                        -4-
  5
  
  payment within 60 days after such payment is claimed by such person, such person
  is permitted to petition the court to make an independent determination as to
  whether such person is entitled to indemnification. As a condition precedent to
  the right of indemnification, the director or officer must give the Registrant
  notice of the action for which indemnity is sought and the Registrant has the
  right to participate in such action or assume the defense thereof.
  
           Article NINTH of the Registrant's Restated Certificate of Incorporation
  further provides that the indemnification provided therein is not exclusive, and
  provides that in the event that the Delaware General Corporation Law is amended
  to expand the indemnification permitted to directors or officers the Registrant
  must indemnify those persons to the fullest extent permitted by such law as so
  amended.
  
           Section 145 of the Delaware General Corporation Law, as amended,
  provides that a corporation may indemnify any person who was or is a party or is
  threatened to be made a party to any threatened, pending or completed action,
  suit or proceeding, whether civil, criminal, administrative or investigative
  (other than an action by or in the right of the corporation) by reason of the
  fact that he is or was a director, officer, employee or agent of the
  corporation, or is or was serving at the request of the corporation as a
  director, officer, employee or agent of another corporation, partnership, joint
  venture, trust or other enterprise, against expenses (including attorneys'
  fees), judgments, fines and amounts paid in settlement actually and reasonably
  incurred by him in connection with such action, suit or proceeding if he acted
  in good faith and in a manner he reasonably believed to be in or not opposed to
  the best interests of the corporation, and, with respect to any criminal action
  or proceeding, had no reasonable cause to believe his conduct was unlawful.
  Section 145 further provides that a corporation similarly may indemnify any
  person who was or is a party or is threatened to be made a party to any
  threatened, pending or completed action or suit by or in the right of the
  corporation to procure a judgment in its favor by reason of the fact that he is
  or was a director, officer, employee or agent of the corporation, or is or was
  serving at the request of the corporation as a director, officer, employee or
  agent of another corporation, partnership, joint venture, trust or other
  enterprise, against expenses (including attorneys' fees) actually and reasonably
  incurred by him in connection with the defense or settlement of such action or
  suit if he acted in good faith and in a manner he reasonably believed to be in
  or not opposed to the best interests of the corporation, except that no
  indemnification shall be made in respect of any claim, issue or matter as to
  which such person shall have been adjudged to be liable to the corporation
  unless and only to the extent that the Delaware Court of Chancery or the court
  in which such action or suit was brought shall determine upon application that,
  despite an adjudication of liability but in view of all the circumstances of the
  case, such person is fairly and reasonably entitled to indemnity for such
  expenses which the Court of Chancery or such other court shall deem proper.
  
           The Registrant has directors and officers liability insurance for the
  benefit of its directors and officers.
  
  ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
  
           Not applicable.
  
  ITEM 8. EXHIBITS.
  
           The Exhibit Index immediately preceding the exhibits is incorporated
  herein by reference.
  
                                        -5-
  6
  
  ITEM 9. UNDERTAKINGS.
  
           1.       The undersigned Registrant hereby undertakes:
  
                    (1) 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; 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 (i) and (ii) do not apply if 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.
  
                                        -6-
  7
  
                                     SIGNATURES
  
           Pursuant to the requirements of the Securities Act, 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 Town of Bedford, Massachusetts on March 5, 2001.
  
                                    RSA SECURITY INC.
  
                                    By:  /s/ Arthur W. Coviello, Jr.
                                         ------------------------------
                                         Arthur W. Coviello, Jr.
                                         President and Chief Executive Officer
  
                                 POWER OF ATTORNEY
  
           We, the undersigned officers and directors of RSA Security Inc. hereby
  severally constitute Charles R. Stuckey, Jr., Arthur W. Coviello, Jr. and Hal J.
  Leibowitz, 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 RSA Security 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, this Registration
  Statement has been signed by the following persons in the capacities and on the
  dates indicated.
  SIGNATURE                                          TITLE                                     DATE
             ---------                                          -----                                     ----
  /s/ Arthur W. Coviello, Jr.       President, Chief Executive Officer and Director                  March 5, 2001
  ---------------------------       (Principal Executive Officer)
  Arthur W. Coviello, Jr.
  
  /s/ John F. Kennedy               Senior Vice President, Finance and Operations, and               March 5, 2001
  ---------------------------       Chief Financial Officer (Principal Financial and
  John F. Kennedy                   Accounting Officer)
  
  /s/ Charles R. Stuckey, Jr.       Chairman of the Board of Directors                               March 5, 2001
  ---------------------------
  Charles R. Stuckey, Jr.
  
  /s/ Robert P. Badavas             Director                                                         March 5, 2001
  ---------------------------
  Robert P. Badavas
  
  /s/ D. James Bidzos               Director                                                         March 5, 2001
  ---------------------------
  D. James Bidzos
  
  /s/ Richard L. Earnest            Director                                                         March 5, 2001
  ---------------------------
  Richard L. Earnest
  
  /s/ Taher Elgamal                 Director                                                         March 5, 2001
  ------------------
  Taher Elgamal
  
  /s/ Joseph B. Lassiter, III       Director                                                         March 5, 2001
  ---------------------------
  Joseph B. Lassiter, III
  
  /s/ James K. Sims                 Director                                                         March 5, 2001
  ------------------
  James K. Sims
  -7-
  8
  
                                    EXHIBIT INDEX
  
     EXHIBIT
      NUMBER                    DESCRIPTION
     -------                    -----------
       4.1          Specimen Certificate for shares of Common Stock, $.01 par
                    value per share, of the Registrant. (Incorporated herein by
                    reference to Exhibit 4.1 to the Registrant's Registration
                    Statement on Form S-8 (File No. 333-45024).)
  
       4.2          Rights Agreement, dated as of July 20, 1999, between the
                    Registrant and State Street Bank and Trust Company, which
                    includes as Exhibit A the Form of Rights Certificate, and as
                    Exhibit B the Summary of Rights to Purchase Common Stock.
                    Pursuant to the Rights Agreement, Rights Certificates will not
                    be mailed until after the Distribution Date (as that term is
                    defined in the Rights Agreement). (Incorporated by reference
                    to Exhibit 1 to the Registrant's Registration Statement on
                    Form 8-A as filed with the Securities and Exchange Commission
                    on July 23, 1999.)
  
       5.1          Opinion of Kathryn L. Leach, Esq.
  
       23.1         Consent of Deloitte & Touche LLP.
  
       23.2         Consent of Kathryn L. Leach, Esq. (included in Exhibit 5.1).
  
       24.1         Power of Attorney (included in the signature pages of this
                    Registration Statement).
  
       99.1         Xcert International, Inc. 1998 Equity Incentive Plan, as
                    amended.