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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Check the appropriate box:

RSA Security Inc.

Payment of Filing Fee (Check the appropriate box):

[X]	No fee required.

       1)  Title of each class of securities to which transaction applies:

       2)  Aggregate number of securities to which transaction applies:

3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):

       4)  Proposed maximum aggregate value of transaction:

       5)  Total fee paid:

[   ]	Fee paid previously with preliminary materials.
[   ]	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

       1)  Amount Previously Paid:

       2)  Form, Schedule or Registration Statement No.:

       3)  Filing Party:

       4)  Date Filed:

RSA SECURITY INC.

Notice of Annual Meeting of Stockholders

      NOTICE IS HEREBY GIVEN that the Annual Meeting of the Stockholders of RSA Security Inc., a Delaware corporation (the “Company”), will be held on Wednesday, April 19, 2000 at 11:00 a.m. at the offices of Hale and Dorr LLP, 60 State Street, Boston, Massachusetts (the “Meeting”) for the purpose of considering and voting upon the following matters:

	1.	To elect three Class III Directors for the ensuing three years;
	2.	To ratify the appointment of Deloitte & Touche LLP as independent auditors of the Company for the current year; and
	3.	To transact such other business as may properly come before the Meeting or any adjournment thereof.

      The Board of Directors has no knowledge of any other business to be transacted at the Meeting.

      The Board of Directors has fixed the close of business on Friday, March 3, 2000 as the record date for the determination of stockholders entitled to notice of and to vote at the Meeting and at any adjournments thereof.

      A copy of the Company’s Annual Report to Stockholders for the year ended December 31, 1999, which contains consolidated financial statements and other information of interest to stockholders, accompanies this Notice and the enclosed Proxy Statement.

	By Order of the Board of Directors,
	/s/ Margaret K. Seif
	Margaret K. Seif, Secretary

      WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE PROMPTLY COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING ENVELOPE. NO POSTAGE NEED BE AFFIXED IF YOU MAIL THE PROXY CARD IN THE UNITED STATES.

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RSA SECURITY INC.

For Annual Meeting of Stockholders To Be Held April 19, 2000

      This Proxy Statement is furnished in connection with the solicitation of proxies by the Board of Directors of RSA Security Inc. (the “Company”) for use at the Annual Meeting of Stockholders to be held on Wednesday, April 19, 2000 at 11:00 a.m. at the offices of Hale and Dorr LLP, 60 State Street, Boston, Massachusetts and at any adjournments thereof (the “Meeting”).

      All proxies will be voted in accordance with the instructions of the stockholder. If no choice is specified, the proxies will be voted in favor of the matters set forth in the accompanying Notice of Meeting. A stockholder may revoke his, her or its proxy at any time before the exercise of the proxy by delivering a written revocation to the Secretary of the Company. Attendance at the Meeting will not itself be deemed to revoke a proxy unless the stockholder gives affirmative notice at the Meeting that the stockholder intends to revoke the proxy and vote in person.

      On March 3, 2000, the record date for determination of stockholders entitled to vote at the Meeting, there were outstanding and entitled to vote an aggregate of 39,772,538 shares of Common Stock of the Company, $.01 par value per share (the “Common Stock”). Each share entitles the record holder to one vote on each of the matters to be voted upon at the Meeting.

      The Notice of Meeting, this Proxy Statement, the enclosed proxy and the Company’s Annual Report to Stockholders for the year ended December 31, 1999 are first being sent or given to stockholders on or about March 13, 2000. The Company will, upon written request of any stockholder, furnish without charge a copy of its Annual Report on Form 10-K for the year ended December 31, 1999, as filed with the Securities and Exchange Commission, without exhibits. Please address all such requests to the Company at 36 Crosby Drive, Bedford, Massachusetts 01730, Attention: Investor Relations. The Company will provide exhibits upon written request and payment of an appropriate processing fee.

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Security Ownership of Certain Beneficial Owners and Management

      The following table sets forth certain information as of January 21, 2000 with respect to the beneficial ownership of shares of Common Stock by (i) each person known to the Company to own beneficially more than 5% of the outstanding shares of Common Stock, (ii) the directors and nominees for director of the Company, (iii) the Chief Executive Officer and the four other most highly compensated executive officers who were serving as executive officers on December 31, 1999 (the “Named Executive Officers”), and (iv) all directors and executive officers of the Company as a group.

1.	The number of shares beneficially owned by each stockholder, director and executive officer is determined under rules promulgated by the Securities and Exchange Commission (the “SEC”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under the SEC rules, beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares that the individual has the right to acquire within 60 days after January 21, 2000 through the exercise of any stock option or other right. The inclusion of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares such power with his or her spouse) with respect to all shares of capital stock listed as owned by such person or entity.
2.	This information is derived from a Schedule 13G/ A filed with the SEC on February 11, 2000.
3.	This information is derived from a Schedule 13G/ A filed with the SEC on January 31, 2000.

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4.	This information is derived from a Schedule 13G/ A filed with the SEC on January 7, 2000.
5.	This information is derived from a Schedule 13G filed with the SEC on February  14, 2000.
6.	Consists of shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.
7.	Includes 12,000 shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.
8.	Includes 285,574 shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.
9.	Includes 13,000 shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.

10.	Includes 50,000 shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.
11.	Includes (i) 10,000 shares held by the Stuckey Family Charitable Remainder Unitrust, (ii) 25,956 shares held by the Charles R. Stuckey, Jr. — 1998 Grantor Retained Annuity Trust, (iii) 82,500 shares held by the Charles R. Stuckey, Jr. — 1998 Grantor Retained Annuity Trust II, and (iv) 234,374 shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.
12.	Includes 31,539 shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.
13.	Includes an aggregate of 906,832 shares that may be acquired pursuant to stock options exercisable within 60 days after January 21, 2000.

Votes Required

      The holders of a majority of the shares of Common Stock issued and outstanding and entitled to vote at the Meeting shall constitute a quorum for the transaction of business at the Meeting. Shares of Common Stock present in person or represented by proxy (including shares that abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum exists at the Meeting.

      The affirmative vote of the holders of a plurality of the votes cast by the stockholders entitled to vote at the Meeting is required for the election of directors. The affirmative vote of the holders of a majority of the shares of Common Stock present or represented by proxy and voting on the matter is required to ratify the appointment of the Company’s independent auditors.

      Shares that abstain from voting as to a particular matter, and shares held in “street name” by brokers or nominees who indicate on their proxies that they do not have discretionary authority to vote such shares as to a particular matter, will not be counted as votes in favor of such matter, and will also not be counted as votes cast or shares voting on such matter. Accordingly, abstentions and “broker non-votes” will have no effect on the voting on the matters presented to the stockholders at the Meeting.

PROPOSAL 1 — ELECTION OF DIRECTORS

      The Company has a classified Board of Directors consisting of two Class I directors, three Class II directors and three Class III directors. The terms of the current Class I, Class II and Class III Directors expire at the annual meetings of stockholders to be held in 2001, 2002 and 2000, respectively. At each annual meeting of stockholders, directors are elected for a full term of three years to succeed those whose terms are expiring.

      The persons named in the enclosed proxy will vote to elect, as Class III directors, Robert P. Badavas, Arthur W. Coviello, Jr. and James K. Sims, the three director nominees named below, unless the proxy is marked otherwise. Messrs. Badavas, Coviello and Sims are currently directors of the Company.

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      Each Class III director will be elected to hold office until the 2003 annual meeting of stockholders and until his successor is elected and qualified. Each of the nominees has indicated his willingness to serve, if elected; however, if any nominee should be unable to serve, the person acting under the proxy may vote the proxy for a substitute nominee. The Board of Directors has no reason to believe that any of the nominees will be unable to serve if elected.

      For each member of the Board of Directors, including those who are nominees for election as Class III directors, there follows information given by each concerning his age and length of service as a director of the Company, his principal occupation and business experience for at least the past five years and the names of other publicly held companies of which he serves as a director. There are no family relationships among any of the directors, nominees for director or executive officers of the Company.

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Board and Committee Meetings

      The Board of Directors met 11 times during 1999. All directors other than Mr. Sims attended at least 75% of the meetings of the Board of Directors and of the committees on which they served. Mr. Sims attended eight of the 11 Board meetings and six of the nine Compensation Committee meetings.

      The Board of Directors has a Compensation Committee, which makes recommendations concerning salaries and incentive compensation for the Company’s employees and consultants and administers and grants awards pursuant to certain of the Company’s stock-based compensation plans. The Compensation Committee held nine meetings during 1999. The current members of the Compensation Committee are Messrs. Lassiter, Elgamal and Sims.

      The Board of Directors has an Audit Committee, which reviews the results and scope of the audit and other services provided by the Company’s independent public accountants. The Audit Committee held three meetings during 1999. The current members of the Audit Committee are Messrs. Earnest and Badavas.

      The Board of Directors has a Nominating Committee, which makes recommendations to the Board of Directors concerning all facets of the director selection process. Stockholders wishing to propose director candidates for consideration by the Nominating Committee may do so by writing to the Secretary of the Company and providing information specified in the Company’s Bylaws, including the candidate’s name, biographical data and qualifications. The Company’s Bylaws set forth further requirements for stockholders wishing to nominate director candidates for consideration by stockholders including, among other things, that a stockholder must give written notice of an intent to make such a nomination complying with the Bylaws of the Company to the Secretary of the Company not less than 60 days nor more than 90 days prior to the stockholders’ meeting. The Nominating Committee held two meetings during 1999. The current members of the Nominating Committee are Messrs. Lassiter, Sims and Stuckey.

Director Compensation

      All of the directors are reimbursed for expenses incurred in connection with their attendance at Board and committee meetings. Each non-employee director is paid $2,000 for attendance at each meeting of the Board in which he participates, whether in person or by telephone. Each non-employee director is also entitled to $1,000 for each meeting of a committee of the Board that he attends that is held on a day other than the day of, or the day before or after, the date of any meeting of the full Board of Directors. Directors who are also employees of the Company are not entitled to compensation in their capacities as directors.

      Each non-employee director is entitled to receive options under the 1994 Director Stock Option Plan, as amended (the “Director Plan”), to purchase shares of Common Stock upon his or her initial election to the Board of Directors. These options cover the number of shares of Common Stock determined by multiplying (i) 12,000 by (ii) the quotient of (x) the number of whole calendar months between the option grant date and

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      All options granted under the Director Plan are fully exercisable on the date of grant. The exercise price of options granted under the Director Plan equals the lesser of (i) the closing price of the Common Stock on the date of grant or (ii) the average of the closing prices of the Common Stock on the Nasdaq National Market (or such other nationally recognized exchange or trading system if the Common Stock is no longer traded on the Nasdaq National Market) for a period of ten consecutive trading days prior to such date.

      Mr. Bidzos, the Vice Chairman of the Board of Directors of the Company, entered into a Consulting Agreement with the Company, effective February 18, 1999, pursuant to which the Company pays Mr. Bidzos $10,000 per month plus expenses (including benefit coverage) for his services as a consultant to the Company. In December 1999, the Company’s Board of Directors authorized the Company to amend the Consulting Agreement to increase Mr. Bidzos’ compensation to $20,000 per month plus expenses. The Consulting Agreement has a two-year term.

Compensation of Executive Officers

  Employment Agreements

      The Company is a party to an Amended and Restated Employment Agreement, dated as of November 1, 1997, as amended, with Charles R. Stuckey, Jr., providing for the employment of Mr. Stuckey as Chief Executive Officer of the Company. The agreement provides for a two-year term ending on November 1, 1999, after which time the agreement renews automatically for successive one-year terms until either party gives written notice of non-renewal at least 90 days prior to the expiration of the then-current term. The agreement provides for an annual base salary of $231,000, as well as annual bonuses upon the satisfaction of agreed-upon goals and objectives. The agreement also provides that Mr. Stuckey shall be entitled to receive the same standard employment benefits as other executives of the Company receive. If Mr. Stuckey is terminated other than for cause (as defined therein), he shall be entitled to receive severance payments equal to 24 months’ base salary, acceleration of all stock options and full medical and insurance benefits until death, and the parties shall negotiate in good faith regarding the retention of Mr. Stuckey as a consultant to the Company for a two-year period. In the event of a change in control of the Company (as defined therein), Mr. Stuckey shall be entitled, at his election, to receive, subject to certain limitations, a lump sum payment equal to 24 months’ base salary. In addition, he shall receive acceleration of all stock options if he is terminated other than for cause within one year after a change in control of the Company.

      The Company is also a party to a letter agreement, dated August 21, 1995, with Arthur W. Coviello, Jr. Mr. Coviello’s annual base salary is $200,000, and he is eligible to receive annual bonuses upon the satisfaction of agreed-upon goals and objectives. Mr. Coviello is also entitled to severance of six months’ salary and benefits if his employment is terminated by the Company. In addition, for each full year of service with the Company (up to a maximum of six years), Mr. Coviello will receive an additional one month of severance (thus aggregating up to 12 months of severance).

      In January 2000, Mr. Coviello succeeded Mr. Stuckey as the Company’s Chief Executive Officer, and Mr. Stuckey became President of RSA Capital Inc., a wholly owned subsidiary of the Company, in addition to his continued role as Chairman of the Company’s Board of Directors. In connection with this succession arrangement, the Company’s Board of Directors authorized the Company to enter into new employment agreements with each of Messrs. Coviello and Stuckey, which agreements will replace the executives’ existing agreements. The Company is currently negotiating the new agreements with the executives.

      In September 1998, the Company entered into Management Employment Agreements with each of John Adams and Scott T. Schnell providing for Mr. Adams’ employment as Senior Vice President, Engineering (or such other equivalent or greater title as the Company may determine) and Mr. Schnell’s employment as Senior Vice President, Worldwide Marketing (or such other equivalent or greater title as the Company may

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  Severance Agreements

      The Company entered into a Separation and Settlement Agreement with Mr. Bidzos, effective February 18, 1999, as amended, pursuant to which Mr. Bidzos resigned his positions as Executive Vice President of the Company and President of RSA Data Security, Inc. Pursuant to the terms of the agreement, the Company accelerated the vesting of Mr. Bidzos’ outstanding unvested stock options (covering an aggregate of 200,001 shares of Common Stock) such that all such options became exercisable in full. In addition, the Company repriced all of Mr. Bidzos’ outstanding stock options (covering an aggregate of 350,000 shares of Common Stock) such that the exercise price of such options is $16.00, the closing price of the Common Stock on the Nasdaq National Market on the date of repricing and the fair market value of the Common Stock as determined by the Board of Directors. As a condition to the repricing, all of Mr. Bidzos’ outstanding options that were unexercised as of December 31, 1999 expired on such date.

  Noncompetition Agreements

      Messrs. Stuckey, Coviello, Adams and Uniejewski have entered into noncompetition agreements with the Company. Pursuant to the terms of the noncompetition agreements, each of Messrs. Stuckey, Coviello, Adams and Uniejewski has agreed, through the first anniversary of the date of termination of his respective employment with the Company, not to engage in any business activity that is directly or indirectly in competition with the Company in the United States with any of the products or services being developed, provided or sold by the Company at such time. Furthermore, each executive officer has agreed that he will not, directly or indirectly, employ any person who is employed by the Company at any time during the term of the noncompetition agreement, or in any manner seek to induce any such person to leave his or her employment with the Company.

  1998 Deferred Compensation Plan

      On January 22, 1998, the Board of Directors adopted the Company’s 1998 Deferred Compensation Plan (the “Deferred Compensation Plan”). Pursuant to the Deferred Compensation Plan, management and certain highly compensated employees may elect to defer up to 95% of base salary and up to 95% of annual bonus, which amounts shall be placed into a trust established thereunder. Upon the participant’s retirement, termination, death or disability, benefits shall be paid to the participant or his or her beneficiaries, heirs or estate. The Company has yet to implement the Deferred Compensation Plan.

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  Summary Compensation

      The following table sets forth certain information with respect to the annual and long-term compensation of each of the Named Executive Officers for the three years ended December 31, 1999.

Summary Compensation Table

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  Option Grants

      The following table sets forth certain information concerning grants of stock options during the year ended December 31, 1999 to each of the Named Executive Officers. The Company granted no stock appreciation rights during fiscal 1999.

Option Grants in Last Fiscal Year

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  Aggregated Option Exercises and Year-End Option Table

      The following table summarizes certain information regarding stock options exercised during the year ended December 31, 1999 and stock options held as of December 31, 1999 by each of the Named Executive Officers.

Aggregated Option Exercises in Last Fiscal Year

Compensation Committee Report on Executive Compensation

      The Compensation Committee is responsible for recommending compensation policies with respect to the Company’s executive officers, and for making decisions about awards under certain of the Company’s stock-based compensation plans. Each member of the Committee is a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended, and an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”). This report addresses the Company’s compensation policies for 1999 as they affected the Chief Executive Officer and the Company’s other executive officers, including the Named Executive Officers.

  Compensation Policies

      The Compensation Committee’s executive compensation policies are designed to provide competitive compensation opportunities, reward executives consistent with the Company’s performance, recognize individual performance and responsibility, underscore the importance of stockholder value creation and assist the Company in attracting and retaining qualified executives. The principal elements of compensation employed by the Compensation Committee to meet these objectives are base salaries, annual cash incentives and long-term stock-based incentives.

      All compensation decisions are determined following a detailed review of many factors that the Compensation Committee believes are relevant, including external competitive data, the Company’s achievements over the past year, the individual’s contributions to the Company’s success, any significant changes in the individual’s role or responsibility, and the internal equity of compensation relationships.

      In general, the Compensation Committee intends that the overall total compensation opportunities provided to the executive officers should reflect competitive compensation for executives with corresponding responsibilities in comparable firms providing similar products and services. To the extent determined to be appropriate, the Compensation Committee also considers general economic conditions, the Company’s financial performance, and the individual’s performance in establishing the compensation opportunities of the

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      The competitiveness of the Company’s total compensation program — including base salaries, annual cash incentives and long-term stock-based incentives — is regularly assessed with the assistance of the Compensation Committee’s outside compensation consultant. Data for external comparisons are drawn from a number of sources, including the publicly available disclosures of selected comparable firms with similar products and national compensation surveys of information technology firms of similar size.

      While the targeted total compensation levels for the executive officers are intended to be competitive, compensation paid in any particular year may be more or less than the average, depending upon the Company’s actual performance.

  Base Salary

      Base salaries for all executive officers, including the Chief Executive Officer, are reviewed by the Compensation Committee on an annual basis. In determining appropriate base salaries, the Compensation Committee considers external competitiveness, the roles and responsibilities of the individual, the internal equity of compensation relationships and the contributions of the individual to the Company’s success.

  Annual Cash Incentive Opportunities

      The Company believes that executives should be rewarded for their contributions to the success and profitability of the business and, as such, approves the annual cash incentive awards. Incentive awards are linked to the achievement of revenue and net income goals by the Company and/or specific business units, and the achievement by the executives of certain assigned objectives. The individual objectives set for executive officers of the Company are generally objective in nature and include such goals as revenue, profit and budget objectives, increased departmental productivity and improved quality control. The Compensation Committee believes that these arrangements tie the executive’s performance closely to key measures of success of the Company or the executive’s business unit. All executive officers, including the Chief Executive Officer, are eligible to participate in this program.

  Long-Term Stock-Based Incentives

      The Compensation Committee also believes that it is essential to link executive and stockholder interests. Therefore, from time to time the Compensation Committee grants stock options to executive officers and other employees under the Company’s 1994 Stock Option Plan, as amended — 1998 Restatement. In determining actual awards, the Compensation Committee considers the external competitive market, the contributions of the individual to the success of the Company, and the need to retain the individual over time. All executive officers, including the Chief Executive Officer, are eligible to receive awards under the 1994 Stock Option Plan, as amended — 1998 Restatement.

      Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid to its Named Executive Officers. Qualifying performance-based compensation will not be subject to the deduction limit if certain requirements are met. Although no Named Executive Officer received compensation exceeding this limit in 1999, the Company has limited the number of shares subject to stock options that may be granted to Company employees in a manner that complies with the performance-based requirements of Section 162(m). While the Compensation Committee does not currently intend to qualify its annual cash incentive awards as a performance-based plan, it will continue to monitor the impact of Section 162(m) on the Company.

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  1999 Compensation

      Base salaries paid in 1999 for all executive officers reflect the Compensation Committee’s review of external competitiveness, the roles and responsibilities of the individuals, the internal equity of compensation relationships and the contributions of the individual. During 1999, the Company and Mr. Stuckey, the Chief Executive Officer of the Company, were parties to an Amended and Restated Employment Agreement, dated as of November 1, 1997, as amended, which provided for an annual base salary of at least $231,000, as well as annual bonuses. This agreement is being replaced in 2000 with a new agreement reflecting Mr. Stuckey’s continuing role as Chairman of the Board of the Company and President of RSA Capital Inc., a wholly owned subsidiary of the Company. See “Compensation of Executive Officers — Employment Agreements.”

      In January 1999, the Compensation Committee increased Mr. Stuckey’s base salary by five percent as an annual cost of living adjustment. In October 1999, the Compensation Committee increased Mr. Stuckey’s base salary to $300,000 due to market conditions and Company performance factors. At the request of the Compensation Committee, the Company’s outside compensation consultant conducted a review of the compensation plans of the Company’s peer companies and found that Mr. Stuckey’s compensation was significantly under market. In increasing Mr. Stuckey’s base salary, the Compensation Committee also noted that the Company had maintained a strong level of financial performance for the three previous quarters and completed a successful relaunch and rebranding campaign. The increase in the Chief Executive Officer’s base salary was intended to bring his compensation level in line with the market and to reflect his contributions to the Company’s success.

      Annual cash incentives paid to the executive officers for 1999 were determined in conjunction with the Compensation Committee’s assessment of the Company’s and the individual’s performance with respect to predetermined objectives as outlined above.

      Stock options awarded in 1999 to the executive officers were based on an assessment of individual contribution, Company success and competitive practice, and were intended to help retain the executives over time and to provide rewards consistent with stockholder returns. As such, all options granted in 1999 vest ratably over a predetermined period of time, with an exercise price equal to the fair market value on the date of the grant. With respect to these grants, no compensation will be earned unless the share price increases beyond the grant price, thereby creating stockholder returns.

      In January 1999, the Compensation Committee instituted a policy of including change of control provisions in all stock option agreements evidencing stock option grants to executive officers during and after 1999. If there is a change of control of the Company and within one year following the change of control either (1) the Company or its successor terminates the executive officer other than for cause or (2) the executive officer voluntarily terminates because of a material diminution of his or her position or responsibilities or a relocation of his or her principal place of business by more than 50 miles, the stock option becomes immediately exercisable in full. The Compensation Committee instituted this change in order to enhance the retention of key executives by making the Company’s compensation plan more competitive with those of the Company’s peers.

	Joseph B. Lassiter, III, Chairman
	Taher Elgamal
	James K. Sims

Certain Relationships and Related Transactions

      D. James Bidzos, the Vice Chairman of the Board of Directors of the Company, entered into a Consulting Agreement with the Company, effective February 18, 1999. See “Director Compensation.”

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Comparative Stock Performance

      The graph below compares the cumulative total stockholder return on the Common Stock of the Company for the period from December 31, 1994 through December 31, 1999 with the cumulative total return on (i) Standard and Poor’s SmallCap 600 Index and (ii) Hambrecht & Quist’s Growth Index. The comparison assumes the investment of $100 on December 31, 1994 in the Company’s Common Stock and in each of the indices and, in each case, assumes reinvestment of all dividends.

PERFORMANCE CHART

PROPOSAL 2 — RATIFICATION OF THE APPOINTMENT OF AUDITORS

      The Board of Directors has selected Deloitte & Touche LLP as auditors of the Company for the year ending December 31, 2000, subject to ratification by stockholders at the Meeting. If the stockholders do not ratify the selection of Deloitte & Touche LLP, the Board of Directors will reconsider the matter. A representative of Deloitte & Touche LLP, which served as the Company’s auditors for the year ended December 31, 1999, is expected to be present at the Meeting to respond to appropriate questions, and to make a statement if he or she so desires.

STOCKHOLDER PROPOSALS FOR 2001 ANNUAL MEETING

      Any proposal that a stockholder of the Company wishes to be considered for inclusion in the Company’s proxy statement and proxy card for the Company’s 2001 Annual Meeting of Stockholders (the “2001 Annual Meeting”) must be submitted to the Secretary of the Company at its offices, 36 Crosby Drive, Bedford, Massachusetts 01730, no later than November 13, 2000.

      If a stockholder of the Company wishes to present a proposal before the 2001 Annual Meeting, but does not wish to have the proposal considered for inclusion in the Company’s proxy statement and proxy card, such stockholder must also give written notice to the Secretary of the Company at the address noted above. The Secretary must receive such notice not less than 60 days nor more than 90 days prior to the 2001 Annual Meeting, except that if less than 70 days’ notice or prior public disclosure of the date of the 2001 Annual

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

      Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s directors, executive officers and holders of more than 10% of the Company’s Common Stock (“Reporting Persons”) to file with the SEC initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Based solely on its review of copies of Section 16(a) reports filed by the Reporting Persons furnished to the Company, the Company believes that all of the Reporting Persons other than D. James Bidzos and Massachusetts Financial Services Company (“MFSC”) complied with all Section 16(a) filing requirements during 1999.

      Mr. Bidzos failed to include his exercise of a stock option in his May 1999 Statement of Changes in Beneficial Ownership on Form 4 and also failed to file a Statement of Changes in Beneficial Ownership on Form 4 to report his exercise of a stock option in December 1999. Mr. Bidzos reported both of these transactions on his Annual Statement of Changes in Beneficial Ownership on Form 5 for the fiscal year ended December 31, 1999.

      Although MFSC has filed with the SEC a Schedule 13G reporting ownership of more than 10% of the Company’s outstanding Common Stock (see “Security Ownership of Certain Beneficial Owners and Management”), the Company has not received copies of any Section 16(a) reports with respect to MFSC’s ownership.

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OTHER MATTERS

      The Board of Directors knows of no other business that will be presented for consideration at the Meeting other than that described above. However, if any other business should come before the Meeting, the persons named in the enclosed proxy card intend to vote or otherwise act in accordance with their best judgment on such matters.

      The Company will bear the costs of soliciting proxies. In addition to solicitations by mail, the Company’s directors, officers and regular employees may, without additional remuneration, solicit proxies by telephone, facsimile, e-mail and personal interviews. The Company will also request brokerage houses, custodians, nominees and fiduciaries to forward copies of the proxy materials to those persons for whom they hold shares and request instructions for voting the proxies. The Company will reimburse such brokerage houses and other persons for their reasonable expenses in connection with this distribution.

      THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING. WHETHER OR NOT YOU PLAN TO ATTEND, PLEASE COMPLETE, DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT IN THE ACCOMPANYING ENVELOPE. YOUR PROMPT RESPONSE WILL GREATLY FACILITATE ARRANGEMENTS FOR THE MEETING, AND YOUR COOPERATION IS APPRECIATED. STOCKHOLDERS WHO ATTEND THE MEETING MAY VOTE THEIR SHARES PERSONALLY EVEN THOUGH THEY HAVE SENT IN THEIR PROXY CARDS.

	By Order of the Board of Directors,
	/s/ Margaret K. Seif
	Margaret K. Seif, Secretary

March 13, 2000

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SDMCM-PS-2000

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RSA SECURITY INC.

PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE

The undersigned, having received notice of the Annual Meeting of Stockholders and the Board of Directors’ proxy statement therefor, and revoking all prior proxies, hereby appoint(s) Charles R. Stuckey, Jr., Arthur W. Coviello, Jr. and Margaret K. Seif, and each of them, attorneys or attorney of the undersigned (with full power of substitution in them and each of them) for and in the name(s) of the undersigned to attend the Annual Meeting of Stockholders of RSA SECURITY INC. (the “Company”) to be held on Wednesday, April 19, 2000 at 11:00 a.m. at the offices of Hale and Dorr LLP, 60 State Street, Boston, Massachusetts, and any adjournments thereof, and there to vote and act upon the following matters proposed by the Company in respect of all shares of stock of the Company which the undersigned may be entitled to vote or act upon, with all the powers the undersigned would possess if personally present. None of the following proposals is conditioned upon the approval of any other proposal.

In their discretion, the proxy holders are authorized to vote upon such other matters as may properly come before the meeting or any adjournments thereof. The shares represented by this proxy will be voted as directed by the undersigned. If no direction is given with respect to any election to office or proposal, this proxy will be voted as recommended by the Board of Directors. Attendance of the undersigned at the meeting or at any adjournment thereof will not be deemed to revoke this proxy unless the undersigned shall revoke this proxy in writing.

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY THE UNDERSIGNED STOCKHOLDER(S). IF NO OTHER INDICATION IS MADE, THE PROXIES SHALL VOTE “FOR” EACH OF THE DIRECTOR NOMINEES AND “FOR” PROPOSAL 2.

WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO COMPLETE, DATE AND SIGN THIS PROXY AND RETURN IT IN THE ACCOMPANYING ENVELOPE.

A VOTE “FOR” EACH OF THE DIRECTOR NOMINEES AND A VOTE “FOR” PROPOSAL 2 ARE RECOMMENDED BY THE BOARD OF DIRECTORS.

PLEASE MARK, SIGN, DATE AND RETURN PROMPTLY

Note: Please sign exactly as name appears hereon. When shares are held by joint owners, both should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by authorized officer, giving full title. If a partnership, please sign in partnership name by authorized person, giving full title.

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RSA SECURITY INC.

[X]  PLEASE MARK VOTES AS IN THIS EXAMPLE

1.	To elect the following nominees for Class III Director to serve for the ensuing three years (except as marked below):

Robert P. Badavas

NOTE: If you do not wish your shares voted “For” a particular nominee, mark the “For All Except” box and strike a line through the name(s) of the nominee(s). Your shares will be voted for the remaining nominee(s).

2.	To ratify the appointment of Deloitte & Touche LLP as the Company’s independent auditors for the current year.

In their discretion, the proxies are authorized to vote upon such other business as may properly come before the Annual Meeting and any adjournment thereof.

RECORD DATE SHARES:

Please be sure to sign and date this Proxy.       Date:                           

                                       Stockholder sign here

                                       Co-owner sign here

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