<SUBMISSION>
<ACCESSION-NUMBER>0001177651-02-000032
<TYPE>10-Q
<PUBLIC-DOCUMENT-COUNT>1
<PERIOD>20020630
<FILING-DATE>20020813
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>INTELLI CHECK INC
<CIK>0001040896
<ASSIGNED-SIC>7372
<IRS-NUMBER>113234779
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>10-Q
<ACT>34
<FILE-NUMBER>001-15465
<FILM-NUMBER>02729742
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>775 PARK AVE
<CITY>HUNTINGTON
<STATE>NY
<ZIP>11743
<PHONE>5164212011
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>775 PARK AVENUE
<STREET2>SUITE 340
<CITY>HUNTINGTON
<STATE>NY
<ZIP>11743
</MAIL-ADDRESS>
</FILER>
<DOCUMENT>
<TYPE>10-Q
<SEQUENCE>1
<FILENAME>doc1.txt
<TEXT>
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q

[X]     QUARTERLY  REPORT  UNDER  SECTION  13  OR  15(D)  OF  THE SECURITIES AND
        EXCHANGE  ACT  OF  1934

        For  the  quarterly  period  ended  June  30,  2002

                                       OR

[  ]    TRANSITION  REPORT  UNDER  SECTION  13  OR  15(D) OF THE SECURITIES AND
        EXCHANGE  ACT  OF  1934

        For  the  transition  period  from               to
                                      Commission File No. 001-15465

                               Intelli-Check, Inc.
             (Exact name of the issuer as specified in its charter)

        Delaware                                     11-3234779
(State  or  other  jurisdiction  of                  (I.R.S.  Employer
incorporation  or  organization)                     Identification  No.)

246  Crossways  Park  West,  Woodbury,  New  York  11797
(address  of  principal  executive  offices)             (Zip  Code)

Issuer's  Telephone  number,  including  area  code:          (516)  992-1900

Check whether Issuer (1) filed all reports required to be filed by Section 13 or
15(d)  of the Exchange Act during the past 12 months (or for such shorter period
that  the Issuer was required to file such reports), and (2) has been subject to
such  filing  requirements  for  the  past  90  days.

     Yes   X          No
          ---            ---

Number  of  shares  outstanding  of  the  issuer's  Common  Stock:

          Class                              Outstanding  at  August  9,  2002
          -----                              ---------------------------------

Common  Stock,  $.001  par  value                         8,791,398

<PAGE>

<TABLE>
<CAPTION>
                               Intelli-Check, Inc.

                                      Index
<BTB>
<S>  <C>          <C>                                                                     <C>
Part  I               Financial  Information                                              Page

     Item  1.     Financial  Statements


                  Balance  Sheets  -June  30,  2002  (Unaudited)
                  and  December  31,  2001                                                  1

                  Statements  of Operations for the three and six month periods
                  ended June  30,  2002 (Unaudited)  and  June  30,  2001  (Unaudited)      2

                  Statements  of  Cash  Flows  for the six months ended June 30, 2002
                  (Unaudited)  and  June  30,  2001  (Unaudited)                            3

                  Notes  to  Financial  Statements  (Unaudited)                           4 - 6

     Item 2.      Management's Discussion and Analysis of Financial Condition and
                  Results  of  Operations                                                 6 - 11

     Item  3.     Quantitative  and  Qualitative  Disclosures  About Market Risk          11

Part  II               Other  Information

     Item  1.     Legal  Matters                                                          11

     Item  6.     Exhibits  and  Reports  on  Form  8-K                                   11

                     Signatures                                                           12
                     Certifications                                                       12
</TABLE>
<PAGE>

                               Intelli-Check, Inc.

                                 Balance Sheets
<TABLE>
<CAPTION>


                                     ASSETS
                                                               June 30,      December 31,
                                                                 2002           2001
                                                              (Unaudited)
CURRENT  ASSETS:


<S>                                                         <C>            <C>
Cash and cash equivalents                                   $  3,551,897   $  4,061,235
Accounts receivable                                              105,600         25,536
Inventory                                                      1,998,605      2,168,688
Other current assets                                             838,113        370,880
                                                            ------------   ------------
Total current assets                                           6,494,215      6,626,339

CERTIFICATE OF DEPOSIT                                           271,240        268,494

PROPERTY AND EQUIPMENT, net                                      434,597        466,576

ACQUIRED SOFTWARE, net                                           355,140        426,806

GOODWILL                                                         181,447        181,447

PATENT COSTS, net                                                274,820        289,425

OTHER INTANGIBLES, net                                           123,715        164,132
                                                            ------------   ------------
Total assets                                                $  8,135,174   $  8,423,219
                                                            ============   ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                            $    479,519   $    254,171
Accrued expenses                                                 789,325        842,501
Deferred revenue                                                 356,407        200,953
Current portion of capital lease obligations                      23,695         25,421
                                                            ------------   ------------
Total current liabilities                                      1,648,946      1,323,046
                                                            ------------   ------------

CAPITAL LEASE OBLIGATIONS                                          8,781         17,317
                                                            ------------   ------------

OTHER LIABILITIES                                                 47,751         53,324
                                                            ------------   ------------

STOCKHOLDERS' EQUITY:
Series A Convertible Preferred Stock - $.01 par value;
250,000 shares authorized; 0 shares issued and outstanding            --             --
Common stock-$.001 par value; 20,000,000 shares
authorized; 8,791,398 and 8,470,762 shares issued and
outstanding, respectively                                          8,791          8,470
Additional paid-in capital                                    21,559,007     19,331,004
Deferred compensation                                           (260,875)      (189,000)
Accumulated deficit                                          (14,877,227)   (12,120,942)
                                                            ------------   ------------
Total stockholders' equity                                     6,429,696      7,029,532
                                                            ------------   ------------
Total liabilities and stockholders' equity                  $  8,135,174   $  8,423,219
                                                            ============   ============
</TABLE>


See  accompanying  notes  to  financial  statements

                                                                               1
<PAGE>



                               Intelli-Check, Inc.

                            Statements of Operations
                                   (Unaudited)


<TABLE>
<CAPTION>


                                            Three Months Ended                   Six Months Ended
                                      June 30, 2002     June 30, 2001      June 30, 2002    June 30, 2001
                                      -------------     -------------      -------------    -------------
<BTB>
<S>                                     <C>                <C>              <C>             <C>
REVENUE                                 $  287,336         $  270,211       $   541,734     $   474,846
COST OF REVENUE                            116,329            141,464           246,712         259,259
                                        ----------         ----------       -----------     -----------
            Gross profit                   171,007            128,747           295,022         215,587
                                        ----------         ----------       -----------     -----------

OPERATING EXPENSES
    Selling 418,842                        158,710            838,974           368,910
    General and administrative                 789,449            600,380         1,947,628       1,082,256
    Research and development               308,291            290,043           630,435         615,209
                                        ----------         ----------       -----------     -----------
      Total Operating Expenses           1,516,582          1,049,133         3,417,037       2,066,375
                                        ----------         ----------       -----------     -----------
         Loss from operations           (1,345,575)          (920,386)       (3,122,015)     (1,850,788)

OTHER INCOME (EXPENSES):
    Interest income                         14,926             40,695            32,256          95,782
    Interest expense                        (1,375)            (3,002)           (2,870)         (6,562)
    Other income                                --                 --           336,344              --
                                        ----------         ----------       -----------     -----------
                                            13,551             37,693           365,730          89,220
                                        ==========         ==========       ===========     ===========
         Net loss                      $(1,332,024)        $ (882,693)      $(2,756,285)    $(1,761,569)


PER SHARE INFORMATION:
     Net loss per common share -
Net loss                               $(1,332,024)        $(882,693)       $(2,756,285)    $(1,761,569)
Dividend on warrant modification                --                --                 --         (85,000)
                                        ----------         ----------       -----------     -----------

Net loss attributable to common
  shareholders                         $(1,332,024)        $(882,693)       $(2,756,285)    $(1,846,569)
                                        ==========         ==========       ===========     ===========
     Basic and diluted                 $      (.15)        $    (.11)       $      (.32)    $      (.24)

Common shares used in
Computing per share amounts -
     Basic and diluted                   8,596,464         7,826,220          8,657,710       7,827,067
</TABLE>


See  accompanying  notes  to  financial  statements
                                                                               2
<PAGE>


                               Intelli-Check, Inc.

                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>


                                                       Six months ended      Six months ended
                                                         June 30, 2002        June 30, 2001
CASH  FLOWS  FROM  OPERATING  ACTIVITIES:

<S>                                                    <C>                 <C>
  Net loss                                               $  (2,756,285)    $  (1,761,568)
Adjustments to reconcile net loss to net cash used in
  operating activities:
    Depreciation and amortization                              197,560            56,296
    Amortization of deferred compensation                      641,707                --
    Stock options issued for services                               --               842
Changes in assets and liabilities-
    (Increase) in certificate of deposit, restricted            (2,746)          (13,591)
    (Increase) in accounts receivable                          (80,064)          (31,903)
    Decrease in inventory                                      170,083           108,145
    (Increase) Decrease in other current assets               (467,233)          276,253
    Increase in accounts payable and accrued expenses          152,744           109,970
    Increase (Decrease) in deferred revenue                    174,882          (186,189)
    Increase in other liabilities                               (5,573)               --
                                                          -------------     -------------
           Net cash used in operating activities            (1,974,925)       (1,441,745)
                                                          -------------     -------------

CASH FLOWS FROM INVESTING ACTITIVIES:
  Purchases of property and equipment                          (38,894)          (20,795)
                                                          -------------     -------------
              Net cash used in investing activities            (38,894)            (20,795)
                                                          -------------     -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Net proceeds from issuance of common stock                 1,584,807            453,675
  Repayment of capital lease obligation                       (10,262)          (24,289)
  Treasury Stock Purchased                                    (70,064)          (52,600)
                                                          -------------     -------------
              Net cash provided by financing activities     1,504,481           376,786
                                                          -------------     -------------
Net (decrease) in cash                                       (509,338)       (1,085,754)

CASH AND CASH EQUIVALENTS, beginning of period              4,061,235         4,091,689
                                                          -------------     -------------
CASH AND CASH EQUIVALENTS, end of period                  $ 3,551,897       $ 3,005,935
                                                          =============     =============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid during the period for interest                $     2,870       $     6,562
                                                          =============     =============
</TABLE>
See  accompanying  notes  to  financial  statements

                                                                               3
<PAGE>

                          Notes to Financial Statements

                                   (Unaudited)

Note  1.     Significant  Accounting  Policies

Basis  of  Presentation
The  financial  information  provided  herein  was  prepared  from the books and
records  of  the  Company  without  audit.  The  information  furnished reflects
adjustments  all of which are normal and recurring, which, in the opinion of the
Company,  are necessary for a fair presentation of the balance sheets, statement
of operations, and statements of cash flows, as of the dates and for the periods
presented. All amounts included herein related to the financial statements as of
June  30,  2002,  and the three and six months ended June 30, 2001 and 2002. The
interim  results  presented  are  not  necessarily indicative of results for any
subsequent  quarter  or  for  the  year  ending  December 31, 2002. The Notes to
Financial  Statements  included in the Company's 2001 Annual Report on Form 10-K
should  be  read  in  conjunction  with  these  financial  statements.

Revenue  Recognition
The  Company  sells  its  product  directly  through its sales force and through
distributors.  Revenue  from direct sales of the Company's product is recognized
upon  shipment  to  the  customer.  The  Company's  product  requires continuing
service  or  post  contract customer support and performance by the Company, and
accordingly  a  portion  of  the revenue is deferred based on its fair value and
recognized  ratably  over  the  period  in which the future service, support and
performance  are  provided, which is generally one year. Currently, with respect
to  sales to distributors and sales of our IDentiScan products, the Company does
not  have  enough  experience to identify the fair value of each element and the
full  amount  of the revenue and related gross margin is deferred and recognized
ratably  over  the  one-year  period  in  which  the future service, support and
performance  are  provided.

Recently  Issued  Accounting  Standards
In  July  2001,  the  Financial  Accounting  Standard Board issued Statements of
Financial  Accounting  Standards No. 141, Business Combinations ("SFAS 141") and
No.  142,  Goodwill and Other Intangible Assets ("SFAS 142").  SFAS 141 requires
all  business  combinations  initiated  after  June 30, 2001 to be accounted for
using  the  purchase method.  Under FAS 142, goodwill and intangible assets with
indefinite  lives  are  no  longer  amortized but are reviewed annually (or more
frequently if impairment indicators arise) for impairment.  Separable intangible
assets  that  are  not  deemed  to  have  indefinite  lives  will continue to be
amortized  over  their useful lives (but with no maximum life).  The Company has
adopted  SFAS  142  effective  January  1,  2002.  Pursuant  to the adoption the
Company  has  evaluated  its  goodwill  to  identify  additional  separately
identifiable  intangibles;  no adjustment was warranted.  Intangible assets that
will  continue  to  be classified as goodwill will no longer be amortized.  This
resulted  in  the  exclusion of approximately $2,500 in amortization expense for
each of the quarters ended March 31, 2002 and June 30, 2002.  In accordance with
SFAS  142,  purchased  goodwill,  will be evaluated periodically for impairment.
Based on the results of the Company's transitional impairment testing, there has
been no material impact on the Company's results of operations and its financial
condition  related  to  its  purchased  goodwill.

In  August  2001,  the  Financial Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No.  144,  Accounting  for  the  Impairment or
Disposal  of Long-Lived Assets ("SFAS 144").  This statement addresses financial
accounting  and  reporting  for the impairment or disposal of long-lived assets.
SFAS  144  will  be effective for financial statements of fiscal years beginning
after  December 15, 2001.  The Company has adopted SFAS 144 effective January 1,
2002,  which  did  not  have  an  effect  on  its  results of operations and its
financial  condition.

Reclassifications
Certain  prior  period  amounts have been reclassified to conform to the current
period  presentation.

Liquidity
We  currently anticipate that our current available cash resources combined with
the expected revenues from the sale of the units in inventory will be sufficient
to meet our anticipated working capital and capital expenditure requirements for
                                                                               4
<PAGE>
at  least  the  next  twelve months.  Should sales of our product fall below our
expectations  during  the next 12 months, the Company would be required to raise
capital  to  fund its operations.  There can be no assurances should the Company
need  to  raise  capital that we would be successful.  The impact on the Company
could  be  adverse  if  we  are  not able to ship products as projected or raise
capital  as  discussed  above.  These  requirements  are expected to include the
purchase  of  additional  inventory  to  run  our  patented  software,  product
development, sales and marketing, working capital requirements and other general
corporate  purposes.  In  addition,  we  may  need  to raise additional funds to
respond  to business contingencies which may include the need to fund more rapid
expansion,  fund  additional marketing expenditures, develop new markets for our
ID-Check  technology,  enhance  our  operating  infrastructure,  respond  to
competitive  pressures,  or  acquire  complementary  businesses  or  necessary
technologies.

Note  2.     Net  Loss  Per  Common  Share

Basic  and  diluted  net  loss per common share was computed by dividing the net
loss  attributable  to  common  shareholders  by  the weighted average number of
shares  of  common  stock.  In  accordance with the requirements of Statement of
Financial  Accounting  Standards  No.  128,  common  stock equivalents have been
excluded  from  the  calculation  as  their  inclusion  would  be  antidilutive.

The  following  table summarized the equivalent number of common shares assuming
the  related  securities  that were outstanding as of June 30, 2002 and 2001 had
been  converted.

                                                          2002         2001
                                                          ----         ----
Stock  options                                         1,005,500     1,410,559
Warrants                                                  17,500       363,350
                                                       ---------     ---------
     Total  dilutive  securities  assuming  the
     Company  was  in  an  income position             1,023,000     1,773,909
                                                       =========     =========
Note  3.     Distributor  Agreement  Termination

Effective  January  30,  2002,  the  Company  mutually  agreed  with Sensormatic
Electronics  Corporation  not  to  renew  its  non-exclusive  Master Distributor
agreement  which  was  due  to  expire  on March 31, 2002.  The Company received
$412,000  and additionally Sensormatic agreed to return to the Company all units
previously  purchased  and  unsold  in  their  inventory  as  settlement  of its
obligations  under  the  agreement.  The Company recognized $336,344 recorded in
other  income,  net  of  refurbishment  costs during the quarter ended March 31,
2002.

Note  4.     Supplier  Agreement

During 2001, the Company agreed to provide the manufacturer of its ID Check unit
with  advance  deposits  totaling  $600,000  towards  the  fulfillment  of  its
obligation on its purchase order.  The Company satisfied its obligation and paid
such  amount, which is included in other current assets on the Company's balance
sheet as of June 30, 2002.  It was further agreed that should the Company decide
not  to  purchase  the  required  units  under  the  purchase  order, all of the
materials  purchased by the manufacturer to secure the production of units would
be  shipped  to  the  Company  and  the  balance  of the obligation would cease.

Note  5.     Compensation  Agreements

On  February  1,  2002,  the  Company  entered  into a new three-year employment
contract  with  its Chairman and Chief Executive Officer, the agreement provides
for  an  annual  base  salary of $250,000.  In addition, the Company granted the
Chairman  and  Chief  Executive  Officer an option to purchase 350,000 shares of
common  stock  exercisable  at  $12.10  per  share  of which 125,000 options are
immediately  exercisable  and  225,000  options  become exercisable at a rate of
75,000  per  year  on  December  31,  2002,  2003  and  2004.

During  the period ended March 31, 2002, the Company granted options to purchase
135,000  shares of common stock at $12.10 per share to consultants under various
agreements.  The  fair  market value of each option was estimated on the date of
grant  using the Black-Scholes option pricing model.  Accordingly, we originally
                                                                               5
<PAGE>
recorded  $1,333,000  as  deferred  compensation  for  these services during the
period  ended  March  31,  2002  of  which  $487,000 was recognized in the first
quarter  of 2002 for the above options.  As of June 30, 2002, the value recorded
for these options was reduced to $715,808 as a result of the decline in the fair
market  value  of  such  options.

Note  6.     Investment  Banking  Relationship

Effective  March  28,  2002,  the  Company  entered  into an agreement with KPMG
Corporate  Finance  LLC to act as an exclusive financial advisor to the Company.
The fee for such services was $100,000 of which $50,000 was paid as of March 31,
2002  and  the  balance  paid by June 30, 2002.  This amount was expensed in the
second  quarter  of  2002 as services were rendered.  Should KPMG secure funding
from  a private placement of the Company's securities, the Company will also pay
3.5%  of  proceeds  received  from  such  funding.  Additionally, other fees are
required  to be paid as a result of any acquisition by the Company and merger of
or  sale  of  the  Company.

Note  7.  Legal  Matters

On  May  3,  2002, the Company settled the lawsuit initiated by its former Chief
Technology  Officer  in  October  2001.  All claims and counter claims have been
settled  by  mutual agreement on non-monetary terms and a stipulation to dismiss
with  prejudice  has  been  submitted  to  the  Court.

On  July  26, 2002, the Company filed a motion to dismiss the lawsuit originally
commenced on October 18, 2001 on behalf of short sellers of the Company's stock,
which  was  later  amended  to  an  individual  action.

Item  2.   Management's  Discussion  and  Analysis  of  Financial  Condition and
           Results  of  Operations

     (a)  Overview

     Our  company  was  formed  in 1994 to address a growing need for a reliable
document  and  age  verification system to detect fraudulent driver licenses and
other  widely accepted forms of government-issued identification documents.  Our
sales  through  September  30,  2000  had been minimal since through 1998 we had
previously produced only a limited pre-production run of our product for testing
and  market  acceptance.  In late 1999, we received a limited number of ID-Check
terminals,  which  were  then  available  for  sale.  Shortly  thereafter, these
terminals  were  returned  to  the  manufacturer  to  be  upgraded to contain an
advanced  imager/scanner,  which  allows  our  software  to  currently  read the
encoding on over 50 jurisdictions as opposed to 32 jurisdictions on the original
scanner.  During  the fourth quarter of 2000, we experienced a material increase
in  sales  as  a  result  of product availability and establishing marketing and
distributor  agreements  with  resellers.  During  2001  and through the quarter
ended  June  30,  2002,  sales  were limited due to the refocus of our marketing
efforts  towards  the  larger customers in the retail market, in which the sales
cycle  normally  requires  an  extended  time frame involving multiple meetings,
presentations  and  a  test period, which has been further extended by the rapid
slowing  of  the  economy,  whereby decisions for capital expenditures have been
delayed.  However,  after the tragic events that occurred on September 11, 2001,
there  has  been  a significant increase in awareness for our technology to help
improve security across many industries, including airlines, rail transportation
and  high  profile  buildings  and  facilities.  We have also begun to market to
various  government  and  state agencies, which have long sales cycles including
extended test periods.  Since inception, we have incurred significant losses and
negative  cash flow from operating activities, and as of June 30, 2002 we had an
accumulated  deficit  of  approximately  $14,900,000.  We  will continue to fund
operating  and capital expenditures from proceeds that the company received from
its initial public offering ("IPO") as well as the exercise of warrants, options
and  rights.  In  view  of  the  rapidly evolving nature of our business and our
limited  operating  history,  we  believe  that  period-to-period comparisons of
revenues  and operating results are not necessarily meaningful and should not be
relied  upon  as  indications  of  future  performance.

     The  Company's  unique  ability  to  verify  the validity of military ID's,
driver  licenses and state issued ID cards, that contain magnetic stripes or bar
codes  that  conform  to AAMVA/ANSI/ISO standards, enables the Company to target
three  distinct markets.  The original target market was focused on resellers of
aged-restricted products, such as alcohol and tobacco, whereby the proliferation
of  high-tech  fake  IDs  exposed  merchants  to  fines  and  penalties  for the
inadvertent  sale  of these products to underage purchasers.   "Identity Theft,"
                                                                               6
<PAGE>
the  fastest growing crime in America, has additionally exposed industry to huge
economic  losses  through  various frauds that utilize fake IDs to support these
transactions,  which  the  Company's  technology  can  help prevent.  The tragic
events  that  occurred  on September 11, 2001 has created increased awareness of
the  Company's technology in security applications involving access control.  As
a result of its applicability in these markets, the Company has already sold its
products  to  some  of  the  largest  companies  in the gaming industry, a large
petroleum  company, a large tobacco company, a State Port Authority, State Motor
Vehicle  Bureaus,  military  establishments and high profile buildings.  Some of
these  sales  were  made  as  part  of  a  test  of  the  Company's  technology.
Additionally,  the  Company  has  completed  or has ongoing tests at some of the
largest military bases in the U.S., two commercial airports, State Motor Vehicle
Bureaus,  a  major railroad, a major credit card issuing company at a major mass
merchandiser  and  a  major  grocery  chain.  In addition, our ID-Check unit has
played a key role in a program organized by Mothers Against Drunk Driving (MADD)
to  deter  the use of fake ID's used for the purchase of alcoholic beverages and
as  a key component of the Security system deployed at the recent meeting of the
Western  Governor's  Association.

     During  2001,  the  Company  developed  additional  software  products that
utilize  its  patented software technology.  C-Link  runs on a personal computer
and was created to work in conjunction with the ID-Check unit that allows a user
to  instantly view the encoded data for further verification to analyze the data
and  to  generate  various reports where permitted by law.  The Company also has
developed  software  containing  its  patented technology that can be integrated
onto  a  Windows platform that will enable a user of the software to perform all
the  functions  of  the  ID-Check terminal.  To date, the Company has executed 2
licensing  agreements and is in discussions with additional companies to license
our software to be utilized within other existing systems.  The revenue received
from such licensing agreements has not been significant through the period ended
June  30,  2002.

Critical  Accounting  Policies

     The  Company  believes  that there are several accounting policies that are
critical  to  understanding  the Company's historical and future performance, as
these  policies  affect the reported amounts of revenue and the more significant
areas  involving  management's  judgments  and  estimates.  These  significant
accounting  policies  relate  to revenue recognition and valuation of inventory.
These  policies,  and  the  Company's  procedures related to these policies, are
described  in  detail  below.  Please  see  Note 1 to the accompanying unaudited
financial  statements  for  a detailed description of these accounting policies.

Revenue  Recognition

     The  Company sells its product directly through its sales force and through
distributors.  Revenue  from direct sales of the Company's product is recognized
upon  shipment  to  the  customer.  The  Company's  product  requires continuing
service  or  post  contract customer support and performance by the Company, and
accordingly  a  portion  of  the revenue is deferred based on its fair value and
recognized  ratably  over  the  period  in which the future service, support and
performance  are  provided, which is generally one year. Currently, with respect
to  sales  to  distributors,  the  Company  does  not  have enough experience to
identify  the  fair value of each element and the full amount of the revenue and
related gross margin is deferred and recognized ratably over the one-year period
in  which  the  future  service,  support  and  performance  are  provided.

Inventory  Valuation

     The  Company's  inventory  consists  primarily  of  terminals  that run its
patented  software.  The  inventory  was  originally  received  December  1999.
Shortly  thereafter,  it was returned to the manufacturer for upgrade and became
available  for  sale  in  the  fourth quarter of 2000.  The Company periodically
evaluates  the  current  market  value of its inventory, taking into account any
technological  obsolescence that may occur due to changes in hardware technology
and  the  acceptance of the product in the marketplace.  Even though the Company
has  had  limited  sales  to date, we believe that a sufficient market exists to
sell  the  current  inventory  as  well  as  the  remaining units required to be
purchased  from  its  manufacturer  for  which the Company has paid a deposit of
$600,000  which  is  recorded  on  the  Company's  balance  sheet.

     The  foregoing contains certain forward-looking statements. Due to the fact
that  the  company could face intense competition in a business characterized by
rapidly  changing  technology  and high capital requirements, actual results and
outcomes  may differ materially from any such forward looking statements and, in
general  are  difficult  to  forecast.
                                                                               7
<PAGE>

(b)  Results  of  Operations

     Comparison  of  the  six months ended June 30, 2002 to the six months ended
June  30,  2001.

     Revenues  increased  by $66,888 from $474,846 for the six months ended June
30,  2001 to $541,734 recorded for the six months ended June 30, 2002.  Revenues
for  the  period  ended June 30, 2002 consisted of revenues from distributors of
$249,594  and  revenues  from  direct  sales  to customers of $292,140. Sales of
$723,701  and  $562,133  for  the  periods  ended  June  30,  2002  and  2001,
respectively,  were  minimal  due to the recent refocus of our marketing efforts
towards  the larger retail market, in which the sales cycle requires an extended
time  frame  involving  multiple  meetings, presentations and a test period.  In
addition,  during  2001 and continuing in 2002, the sales cycle has been further
extended by the rapid slowing of the economy, resulting in decisions for capital
expenditures  being delayed.  We have also begun to market to various government
and  state  agencies,  which  have  long  sales  cycles  including extended test
periods.

     Operating  expenses,  which  consist of selling, general and administrative
and  research  and development expenses, increased 65.4% from $2,066,375 for the
six  months  ended June 30, 2001 to $3,417,037 for the six months ended June 30,
2002.  Selling  expenses,  which consist primarily of salaries and related costs
for  marketing,  increased  127% from $368,910 for the six months ended June 30,
2001  to  $838,974  for  the  six  months  ended  June 30, 2002 primarily due to
increased  salary  costs  and  related  expenses  from  hiring  additional sales
personnel  totaling  approximately  $117,000  increased  travel  and  convention
expenses  of  approximately  $105,000  and  hiring  professional  consultants to
promote  our  product  totaling  approximately  $256,000  partially  offset  by
decreases  in advertising and marketing expenses totaling approximately $37,000.
General  and  administrative  expenses,  which consist primarily of salaries and
related  costs for general corporate functions, including executive, accounting,
facilities  and  fees  for  legal  and professional services, increased 80% from
$1,082,256  for  the  six  months  ended June 30, 2001 to $1,947,628 for the six
months  ended June 30, 2002, primarily as a result of increased salary costs and
related  expenses  from  salary increases and the hiring of additional personnel
relating to the acquisition of the IDentiScan division of approximately $84,000,
increased  fees  for  investment relations consultants of approximately $643,000
primarily relating to the recognized non-cash expense of the granting of options
to  this  group  and  increases  in  depreciation  and  amortization expenses of
approximately  $141,000  from  additional  purchases  of  equipment and acquired
intangible  assets from the acquisition of IDentiScan.  Research and development
expenses,  which  consist  primarily  of  salaries  and  related  costs  for the
development  of our products, amounted to $615,209 for the six months ended June
30,  2001 compared to $630,435 for the six months ended June 30, 2002, which has
not  materially  changed. We believe that we will require additional investments
in development and operating infrastructure as the Company grows.  Therefore, we
expect  that  expenses  will  continue to increase in line with increases in the
growth  of  the  business as we may increase expenditures for advertising, brand
promotion,  public  relations and other marketing activities.  We expect that we
will  incur  incremental  general  and  administrative  expenses  as we grow the
business. Research and development expenses may also increase as we complete and
introduce  additional  products  based  upon  our  patented ID-Check technology.

     Interest  expense  decreased  from $6,562 for the six months ended June 30,
2001  to  $2,870  for  the  six  months ended June 30, 2002 as we have paid down
certain  capital  leases  which  had  higher  interest  rates.

     Interest  income  decreased  from $95,782 for the six months ended June 30,
2001  to  $32,256 for the six months ended June 30, 2002, which is a result of a
decrease  in  our  cash  and cash equivalents available for investment and lower
interest  rates  in  effect  during  this  period.

     Other  income  for  the  six  months  ended June 30, 2002 totaling $336,344
resulted  from  a  settlement  of  certain  obligations under a Master Licensing
agreement between the Company and Sensormatic Electronics Corporation, which was
due  to  expire on March 31, 2002.  We received $412,000 and incurred $75,656 in
refurbishment  costs  during  the  quarter  ended  March  31,  2002.

     We  have incurred net losses to date; therefore we have paid nominal income
taxes.

     As  a  result  of  the  factors  noted  above,  our net loss increased from
$1,761,568  for  the  six  months  ended June 30, 2001 to $2,756,285 for the six
months  ended  June  30,  2002.
                                                                               8
<PAGE>
     Comparison  of  the  three  months  ended June 30, 2002 to the three months
ended  June  30,  2001.

     Revenues increased by $17,125 from $270,211 for the three months ended June
30,  2001  to  $287,336  recorded  for  the  three  months  ended June 30, 2002.
Revenues  for  the  period  ended  June  30,  2002  consisted  of  revenues from
distributors  of  $108,055  and  revenues  from  direct  sales  to  customers of
$179,281.  Sales  of  $339,178  and $219,731 for the periods ended June 30, 2002
and  2001, respectively, were minimal due to the recent refocus of our marketing
efforts  towards  the larger retail market, in which the sales cycle requires an
extended  time  frame  involving  multiple  meetings,  presentations  and a test
period.  In  addition,  during  2001 and continuing in 2002, the sales cycle has
been  further  extended  by  the  rapid  slowing  of  the  economy, resulting in
decisions  for capital expenditures being delayed.  We have also begun to market
to various government and state agencies, which have long sales cycles including
extended  test  periods.

     Operating  expenses,  which  consist of selling, general and administrative
and  research  and development expenses, increased 44.6% from $1,049,133 for the
three  months  ended June 30, 2001 to $1,516,582 for the three months ended June
30,  2002.  Selling  expenses,  which  consist primarily of salaries and related
costs  for  marketing,  increased  164% from $158,710 for the three months ended
June 30, 2001 to $418,842 for the three months ended June 30, 2002 primarily due
to  increased  salary  costs  and  related expenses from hiring additional sales
personnel  totaling  approximately  $68,000  and increased travel and convention
expenses of approximately $56,000 and hiring professional consultants to promote
our  product  totaling  approximately  $113,000.  General  and  administrative
expenses,  which  consist  primarily  of  salaries and related costs for general
corporate  functions,  including  executive, accounting, facilities and fees for
legal  and  professional  services,  increased 31.5% from $600,380 for the three
months ended June 30, 2001 to $789,449 for the three months ended June 30, 2002,
primarily  as  a  result  of  increased  salary  costs and related expenses from
salary  increases and hiring additional personnel relating to the acquisition of
the  IDentiScan division of approximately $35,000, increased fees for investment
relations  consultants  of  approximately  $127,000  primarily  relating  to the
recognized  non-cash  expense  of  the  granting  of  options  to this group and
increases  in  depreciation  and  amortization expenses of approximately $71,000
from  additional  purchases of equipment and acquired intangible assets from the
acquisition  of IDentiScan partially offset by decreases in legal and accounting
expenses  of  $68,000  primarily  as  a  result  of  lower  fees relating to the
settlement  of  the  patent  lawsuit.  Research  and development expenses, which
consist  primarily of salaries and related costs for the development and testing
of  our  products, amounted to $290,043 for the three months ended June 30, 2001
compared  to  $308,291  for  the three months ended June 30, 2002, which has not
materially  changed.  We  believe that we will require additional investments in
development  and  operating  infrastructure as the Company grows.  Therefore, we
expect  that  expenses  will  continue to increase in line with increases in the
growth  of  the  business as we may increase expenditures for advertising, brand
promotion,  public  relations and other marketing activities.  We expect that we
will  incur  incremental  general  and administrative expenses as we grow of the
business. Research and development expenses may also increase as we complete and
introduce  additional  products  based  upon  our  patented ID-Check technology.

     Interest  expense decreased from $3,002 for the three months ended June 30,
2001  to  $1,375  for  the three months ended June 30, 2002 as we have paid down
certain  capital  leases  which  had  higher interest rates than those currently
prevailing.

     Interest  income decreased from $40,695 for the three months ended June 30,
2001 to $14,926 for the three months ended June 30, 2002, which is a result of a
decrease  in  our  cash  and cash equivalents available for investment and lower
interest  rates  in  effect  during  this  period.

     We  have incurred net losses to date; therefore we have paid nominal taxes.

     As  a  result  of  the  factors  noted  above,  our net loss increased from
$882,693  for  the  three months ended June 30, 2001 to $1,332,024 for the three
months  ended  June  30,  2002.

(c)  Liquidity  and  Capital  Resources

     Prior  to our IPO, which became effective on November 18, 1999, we financed
our  operations  primarily  through several private placements of stock and debt
financings.  We  used  the  net  proceeds  of  these  financings for the primary
                                                                               9
<PAGE>
purpose  of  funding  working capital and general corporate purposes and for the
purchase  of  hardware  terminals.  As  a result of our IPO and the underwriters
exercise  of  its over allotment option, we received approximately $6,907,000 in
net  proceeds  after  deducting  underwriters commissions and offering expenses.
During  2000  and 2001, we received $6,657,548 from the issuance of common stock
from  the  exercise  of  warrants,  rights  and  stock options.    We funded the
purchase  of  hardware  terminals  for resale and working capital primarily from
these  proceeds.  We will continue to use these proceeds to fund working capital
until  we  reach  profitability.

     Cash used in operating activities for the six months ended June 30, 2002 of
$1,974,925 resulted primarily from the net loss of $2,756,285 and an increase in
other  current assets of $467,233 resulting primarily from a deposit made to our
manufacturer for additional inventory, which was primarily offset by an increase
in  amortization of deferred compensation of $641,707 from the granting of stock
options  to  consultants,  a  decrease  in inventory of $170,083, an increase in
accounts  payable  and  accrued expenses of $152,744 and an increase in deferred
revenues of $174,882. Cash used in operating activities for the six months ended
June  30,  2001  of  $1,441,745  was  primarily  attributable to the net loss of
$1,761,568,  and  a  net  decrease  in  deferred revenues of $186,189, which was
primarily offset by a decrease of inventory of $108,145, an increase in accounts
payable  and  accrued  expenses of $109,970, and a net decrease in other current
assets  of  $276,253  primarily  consisting  of  the  related  deferred costs of
revenues.   Cash  used  in  investing  activities was $38,894 for the six months
ended June 30, 2002 and $20,795 for the six months ended June 30, 2001. Net cash
used  in  investing  activities  for both periods consisted primarily of capital
expenditures for computer equipment and furniture and fixtures. Cash provided by
financing  activities  was $1,504,481 for the six months ended June 30, 2002 and
$376,786 for the six months ended June 30, 2001 and was primarily related to the
exercise  of  outstanding rights and stock options for the period ended June 30,
2002  and  for  the period ended June 30, 2001 was from the exercise of warrants
and  stock  options.

          As of June 30, 2002, there were warrants outstanding to purchase 7,500
shares  of  our  common  stock  at  an  exercise  price  of  $3.00,  plus 10,000
underwriter's  warrants  that  carry  an  exercise  price  of $8.40.  If certain
conditions  occur,  we  have the right to redeem the outstanding warrants on not
less  than  20  days  written  notice  for  $0.01  per  warrant,  except for the
Underwriter's  warrants.  As of August 9, 2002, the conditions for redeeming the
warrants  have  not  been  met.

          In  March  2001,  the  Company declared a dividend distribution of one
non-transferable  right  to purchase one share of the Company's common stock for
every  10  outstanding  shares of common stock continuously held from the record
date  to  the  date of exercise, as well as common stock underlying vested stock
options  and warrants, held of record on March 30, 2001, at an exercise price of
$8.50.  The rights will expire on October 4, 2002 unless further extended by the
Company,  which  is  one  year  after  the  effective  date  of the registration
statement  related  to  the  shares of common stock underlying the rights.  As a
result  of certain conditions being met, the Company has the right to redeem the
outstanding  rights for $.01 per right.   The Company reserved 970,076 shares of
common stock for future issuance under this rights offering.  As of December 31,
2001, 180,198 of these rights were exercised and the Company received $1,531,683
before expenses.  In addition, 106,886 rights were also exercised through August
1,  2002  and  the  Company  received  proceeds  of  $908,531.

     In  March  2001,  the  Board  of  Directors  authorized, subject to certain
business  and  market  conditions,  the  purchase of up to $1,000,000 of the our
common  stock.  As  of  March  31,  2002,  we  purchased  10,000 shares totaling
approximately  $53,000 and subsequently retired these shares.  During June 2002,
the  Company  purchased  an  additional  10,000  shares  totaling  approximately
$71,000.  We  do  not  expect  to  purchase  additional  shares  unless  certain
conditions  warrant  it.

     We  currently anticipate that our current available cash resources combined
with  the  expected  revenues  from  the  sale of the units in inventory will be
sufficient  to  meet  our  anticipated  working  capital and capital expenditure
requirements  for  at least the next twelve months.  Should sales of our product
fall  below  our  expectations  during  the next 12 months, the Company would be
required  to  raise  capital to fund its operations.  There can be no assurances
should  the  Company  need  to raise capital that we would be successful.  These
requirements are expected to include the purchase of additional inventory to run
our patented software, product development, sales and marketing, working capital
requirements  and other general corporate purposes.  In addition, we may need to
raise  additional  funds  to respond to business contingencies which may include
the  need  to fund more rapid expansion, fund additional marketing expenditures,
develop  new  markets  for  our  ID-Check  technology,  enhance  our  operating
infrastructure,  respond  to  competitive  pressures,  or  acquire complementary
businesses  or  necessary  technologies.
                                                                              10
<PAGE>

Below  is a table, which presents our contractual obligations and commitments at
June  30,  2002:

<TABLE>
<CAPTION>
                             Payments Due by Period
<BTB>
<S><C>                                           <C>       <C>           <C>           <C>           <C>
   Contractual Obligations                       Total     Less than     1-3 years     4-5 years     After  5  years
                                                           One Year

   Capital Lease Obligations                       $32,476     $23,695        $8,781          --            --
   Operating Leases                          2,254,616     255,828       745,696        530,363       722,729
   Purchase commitments (1)                      --          --             --            --             --
   Employment contracts                      1,164,334     534,833       629,501          --             --
   Total Contractual Cash Obligation        $3,451,426    $814,356    $1,383,978       $530,363      $722,729

</TABLE>

     (1)     The  Company  paid  $600,000  through  April  1,  2002 as a deposit
towards  our  commitment  to  purchase  2,850  additional  units of our ID-Check
product.

(d)  Net  Operating  Loss  Carry  forwards

     As  of  June  30,  2002,  we  had  a  net  operating  loss carry forward of
approximately $13,900,000 which expires beginning in the year 2013. The issuance
of  equity securities in the future, together with our recent financings and our
IPO,  could  result  in an ownership change and, thus could limit our use of our
prior net operating losses. If we achieve profitable operations, any significant
limitation  on the utilization of our net operating losses would have the effect
of  increasing  our  tax  liability  and  reducing net income and available cash
reserves.  We  are  unable  to determine the availability of these net-operating
losses since this availability is dependent upon profitable operations, which we
have  not  achieved  in  prior  periods.

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk

     None

Part  II     Other  Information

Item  1.  Legal  Matters

     On  May  3,  2002,  the Company settled the lawsuit initiated by its former
Chief  Technology  Officer  in October 2001.  All claims and counter claims have
been  settled  by  mutual  agreement  on non-monetary terms and a stipulation to
dismiss  with  prejudice  has  been  submitted  to  the  Court.

     On  July  26,  2002,  the  Company  filed  a  motion to dismiss the lawsuit
originally  commenced  on  October  18,  2001  on behalf of short sellers of the
Company's  stock,  which  was  later  amended  to  an  individual  action.

Item  6.     Exhibits  and  Reports  on  Form  8-K

     On June 6, 2002, the Company filed a report on Form 8-K to disclose Changes
in  Registrant's  Certified  Public  Accountants.
                                                                              11
<PAGE>

                                   Signatures

Pursuant  to  the  requirements  of  the  Securities  Exchange  Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned  thereunto  duly  authorized.

Date  -  August  9,  2002
                                          Intelli-Check,  Inc.


                                          By:  /s/  Frank  Mandelbaum
                                          ---------------------------
                                          Frank  Mandelbaum
                                          Chairman/CEO

                                          By:  /s/  Edwin  Winiarz
                                          ------------------------
                                          Edwin  Winiarz
                                          Senior  Executive  Vice  President,
                                          Treasurer/CFO


                    CERTIFICATION OF CHIEF EXECUTIVE OFFICER

     I, Frank Mandelbaum, Chairman and Chief Executive Officer of Intelli-Check,
Inc.  (the  "Company"),  do hereby certify in accordance with 18 U.S.C. 1350, as
adopted  pursuant to 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge
the  foregoing  Quarterly  Report  of  the  Company:

1.     fully  complies  with  the  requirements of section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934,  15  U.S.C.  78  m  or  78o(d),  and,

2.     the  information contained in the periodic report fairly presents, in all
material respects, the final condition and results of operations of the Company.

Date:  August  9,  2002
                                      /s/  Frank  Mandelbaum
                                      ----------------------
                                      Frank  Mandelbaum
                                      Chairman and Chief Executive Officer


                     CERTIFICATE OF CHIEF FINANCIAL OFFICER

     I,  Edwin  Winiarz,  Senior  Vice  President, Treasurer and Chief Financial
Officer  of Intelli-Check, Inc. (the "Company"), do hereby certify in accordance
with  18  U.S.C.  1350,  as adopted pursuant to 906 of the Sarbanes-Oxley Act of
2002,  that  to  my  knowledge  the  foregoing  Quarterly Report of the Company:

1.     fully  complies  with  the  requirements of section 13(a) or 15(d) of the
Securities  Exchange  Act  of  1934,  15  U.S.C.  78  m  or  78o(d),  and,

2.     the  information contained in the periodic report fairly presents, in all
material respects, the final condition and results of operations of the Company.

Date:  August  9,  2002

                                      /s/  Edwin Winiarz
                                      ----------------------
                                      Edwin Winiarz
                                      Senior  Executive  Vice  President,
                                      Treasurer and Chief  Financial  Officer

                                                                              12


</TEXT>
</DOCUMENT>
</SUBMISSION>
