content: <PAGE>
  
      As filed with the Securities and Exchange Commission on December 4, 2002
  
                                                    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)
  
  174 MIDDLESEX TURNPIKE, BEDFORD, MASSACHUSETTS                 01730
     (Address of Principal Executive Offices)                  (Zip Code)
  
  
                   AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE
                          STOCK INCENTIVE PLAN, AS AMENDED
                              (Full Title of the Plan)
  
                              ARTHUR W. COVIELLO, JR.
                                 RSA SECURITY INC.
                               174 MIDDLESEX TURNPIKE
                            BEDFORD, MASSACHUSETTS 01730
                      (Name and Address of Agent for Service)
  
                                   (781) 515-5000
           (Telephone Number, Including Area Code, of Agent for Service)
  
  <TABLE>
  <CAPTION>
                                         CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------------------------------------
                                                               Proposed
            Title of                                            Maximum
           Securities                                          Offering       Proposed Maximum       Amount of
             to be                        Amount to be           Price       Aggregate Offering     Registration
           Registered                      Registered          Per Share           Price                Fee
  --------------------------------------------------------------------------------------------------------------
  <S>                                 <C>                       <C>             <C>                    <C>
  Common Stock, $.01 par value        1,000,000 shares (1)      $6.67(2)        $6,670,000(2)          $614.00
  --------------------------------------------------------------------------------------------------------------
  </TABLE>
  
  (1)  Consists of 1,000,000 shares issuable under the Amended and Restated 1998
       Non-Officer Employee Stock Incentive Plan, as amended.
  
  (2)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock on the
       Nasdaq National Market on December 2, 2002 in accordance with Rules 457(c)
       and 457(h) under the Securities Act of 1933, as amended.
  
  <PAGE>
  
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The information required by Part I (including, without limitation, the written
  statement referenced in Item 2 of Part I advising participants of the
  availability without charge, upon written or oral request, of the documents
  incorporated by reference in Item 3 of Part II of this registration statement)
  is included in documents sent or given to participants in the Registrant's
  Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended,
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act"). In accordance with the rules and regulations of the
  Securities and Exchange Commission (the "Commission") and the instructions to
  form S-8, such documents are not being filed with the Commission either as part
  of this registration statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Statement of Incorporation by Reference
  
  Except as otherwise set forth below, this Registration Statement on Form S-8
  incorporates by reference the contents of the Registration Statement on Form
  S-8, File No. 333-71075, filed by the Registrant on January 25, 1999, relating
  to the Registrant's 1998 Non-Officer Employee Stock Incentive Plan, as amended
  (the "Initial Registration Statement").
  
  Item 5 of the Initial Registration Statement is amended and restated in its
  entirety as follows:
  
       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 owns 1,992 shares of Common Stock and options to
       purchase an aggregate of 25,500 shares of Common Stock, which become
       exercisable in periodic installments through June 2005.
  
                                         -2-
  <PAGE>
  
                                     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 December 3, 2002.
  
  
                                          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 Margaret K.
  Seif, 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.
  
  
                                         -3-
  <PAGE>
  
       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   December 3, 2002
  -------------------------------    Director (Principal Executive Officer)
  Arthur W. Coviello, Jr.
  
  
  /s/ Jeffrey D. Glidden             Senior Vice President, Finance and       December 3, 2002
  -------------------------------    Operations, Chief Financial
  Jeffrey D. Glidden                 Officer (Principal Financial and
                                     Accounting Officer) and Treasurer
  
  
  /s/ Charles R. Stuckey, Jr.        Chairman of the Board of Directors       December 3, 2002
  -------------------------------
  Charles R. Stuckey, Jr.
  
  
  /s/ Robert P. Badavas              Director                                 December 3, 2002
  -------------------------------
  Robert P. Badavas
  
  /s/ Richard A. DeMillo             Director                                 December 3, 2002
  -------------------------------
  Richard A. DeMillo
  
  /s/ Richard L. Earnest             Director                                 December 3, 2002
  -------------------------------
  Richard L. Earnest
  
  /s/ Taher Elgamal                  Director                                 December 3, 2002
  -------------------------------
  Taher Elgamal
  
  /s/ Gloria C. Larson               Director                                 December 3, 2002
  -------------------------------
  Gloria C. Larson
  
  /s/ Joseph B. Lassiter, III        Director                                 December 3, 2002
  -------------------------------
  Joseph B. Lassiter, III
  
  
  /s/ James K. Sims                  Director                                 December 3, 2002
  -------------------------------
  James K. Sims
  </TABLE>
  
                                        -4-
  <PAGE>
  
                                    EXHIBIT INDEX
  
  Exhibit
  Number         Description
  -------        -----------
  
    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)
  
  
                                        -5-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b44888s8sv8.txt", "description": "RSA SECURITY INC", "secsgml_size_bytes": 9345}]
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": "333-101636", "film-number": "02848262"}, "business-address": {"street1": "174 MIDDLESEX TURNPIKE", "city": "BEDFORD", "state": "MA", "zip": "01730", "phone": "781-515-5422"}, "mail-address": {"street1": "174 MIDDLESEX TURNPIKE", "city": "BEDFORD", "state": "MA", "zip": "01730"}, "former-company": {"former-conformed-name": "SECURITY DYNAMICS TECHNOLOGIES INC /DE/", "date-changed": "19941027"}}
text: As filed with the Securities and Exchange Commission on December 4, 2002
  
                                                    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)
  
  174 MIDDLESEX TURNPIKE, BEDFORD, MASSACHUSETTS                 01730
     (Address of Principal Executive Offices)                  (Zip Code)
  
                   AMENDED AND RESTATED 1998 NON-OFFICER EMPLOYEE
                          STOCK INCENTIVE PLAN, AS AMENDED
                              (Full Title of the Plan)
  
                              ARTHUR W. COVIELLO, JR.
                                 RSA SECURITY INC.
                               174 MIDDLESEX TURNPIKE
                            BEDFORD, MASSACHUSETTS 01730
                      (Name and Address of Agent for Service)
  
                                   (781) 515-5000
           (Telephone Number, Including Area Code, of Agent for Service)
  CALCULATION OF REGISTRATION FEE
  
  --------------------------------------------------------------------------------------------------------------
                                                               Proposed
            Title of                                            Maximum
           Securities                                          Offering       Proposed Maximum       Amount of
             to be                        Amount to be           Price       Aggregate Offering     Registration
           Registered                      Registered          Per Share           Price                Fee
  --------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value        1,000,000 shares (1)      $6.67(2)        $6,670,000(2)          $614.00
  --------------------------------------------------------------------------------------------------------------
  (1)  Consists of 1,000,000 shares issuable under the Amended and Restated 1998
       Non-Officer Employee Stock Incentive Plan, as amended.
  
  (2)  Estimated solely for the purpose of calculating the registration fee, and
       based on the average of the high and low prices of the Common Stock on the
       Nasdaq National Market on December 2, 2002 in accordance with Rules 457(c)
       and 457(h) under the Securities Act of 1933, as amended.
  PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
  The information required by Part I (including, without limitation, the written
  statement referenced in Item 2 of Part I advising participants of the
  availability without charge, upon written or oral request, of the documents
  incorporated by reference in Item 3 of Part II of this registration statement)
  is included in documents sent or given to participants in the Registrant's
  Amended and Restated 1998 Non-Officer Employee Stock Incentive Plan, as amended,
  pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
  "Securities Act"). In accordance with the rules and regulations of the
  Securities and Exchange Commission (the "Commission") and the instructions to
  form S-8, such documents are not being filed with the Commission either as part
  of this registration statement or as prospectuses or prospectus supplements
  pursuant to Rule 424.
  
  PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  Statement of Incorporation by Reference
  
  Except as otherwise set forth below, this Registration Statement on Form S-8
  incorporates by reference the contents of the Registration Statement on Form
  S-8, File No. 333-71075, filed by the Registrant on January 25, 1999, relating
  to the Registrant's 1998 Non-Officer Employee Stock Incentive Plan, as amended
  (the "Initial Registration Statement").
  
  Item 5 of the Initial Registration Statement is amended and restated in its
  entirety as follows:
  
       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 owns 1,992 shares of Common Stock and options to
       purchase an aggregate of 25,500 shares of Common Stock, which become
       exercisable in periodic installments through June 2005.
  
                                         -2-
  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 December 3, 2002.
  
                                          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 Margaret K.
  Seif, 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.
  
                                         -3-
  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   December 3, 2002
  -------------------------------    Director (Principal Executive Officer)
  Arthur W. Coviello, Jr.
  
  /s/ Jeffrey D. Glidden             Senior Vice President, Finance and       December 3, 2002
  -------------------------------    Operations, Chief Financial
  Jeffrey D. Glidden                 Officer (Principal Financial and
                                     Accounting Officer) and Treasurer
  
  /s/ Charles R. Stuckey, Jr.        Chairman of the Board of Directors       December 3, 2002
  -------------------------------
  Charles R. Stuckey, Jr.
  
  /s/ Robert P. Badavas              Director                                 December 3, 2002
  -------------------------------
  Robert P. Badavas
  
  /s/ Richard A. DeMillo             Director                                 December 3, 2002
  -------------------------------
  Richard A. DeMillo
  
  /s/ Richard L. Earnest             Director                                 December 3, 2002
  -------------------------------
  Richard L. Earnest
  
  /s/ Taher Elgamal                  Director                                 December 3, 2002
  -------------------------------
  Taher Elgamal
  
  /s/ Gloria C. Larson               Director                                 December 3, 2002
  -------------------------------
  Gloria C. Larson
  
  /s/ Joseph B. Lassiter, III        Director                                 December 3, 2002
  -------------------------------
  Joseph B. Lassiter, III
  
  /s/ James K. Sims                  Director                                 December 3, 2002
  -------------------------------
  James K. Sims
  -4-
  EXHIBIT INDEX
  
  Exhibit
  Number         Description
  -------        -----------
  
    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)
  
                                        -5-