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<STREET2>.
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<STATE>NY
<ZIP>11797
<PHONE>516-992-1900
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<TEXT>


                                  UNITED STATES
                       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 September 30, 2005

                                       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 Identification No.)
incorporation or organization)

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

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

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days.
                                                              Yes  |X|   No |_|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).                   Yes  |_|   No |X|

                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.                                         Yes  |_|   No |_|

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

         Class                                Outstanding at November 9, 2005

Common Stock, $.001 par value                           12,044,240


<PAGE>

                               Intelli-Check, Inc.


                                      Index

Part I                      Financial Information
                                                                            Page
Item 1.  Financial Statements

         Balance Sheets - September 30, 2005 (Unaudited)
         and December 31, 2004                                             1

         Statements of Operations for the three and nine months ended
         September 30, 2005 and 2004 (Unaudited)                           2

         Statements of Cash Flows for the nine months ended
         September 30, 2005 and 2004 (Unaudited)                           3

         Statements of Stockholders' Equity for the nine months ended
         September 30, 2005 (Unaudited)                                    4

         Notes to Financial Statements                                     5-10

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                             10-17

Item 3.  Quantitative and Qualitative Disclosures About Market Risk        17

Item 4.  Controls and Procedures                                           17

Part II                    Other Information

Item 1.  Legal Proceedings                                        18

Item 6.  Exhibits                                                 18

         Signatures                                               19

         Exhibits

         31.1     Rule 13a-14(a) Certification of Chief Executive Officer
         31.2     Rule 13a-14(a) Certification of Chief Financial Officer
         32.      18 U.S.C. Section 1350 Certifications
         99.1     Press release dated November 10, 2005

<PAGE>

                               Intelli-Check, Inc.

                                 Balance Sheets
<TABLE>
<CAPTION>
                                     ASSETS
                                                                                   September 30,   December 31,
                                                                                       2005             2004
                                                                                       ----             ----
                                                                                    (Unaudited)
<S>                                                                               <C>              <C>
CURRENT ASSETS:
   Cash and cash equivalents                                                      $  2,311,191     $  1,750,485
   Marketable securities and short-term investments                                  4,579,518        2,708,796
   Accounts receivable, net                                                            321,568          454,112
   Inventory                                                                            67,625          211,163
   Other current assets                                                                378,923          314,466
                                                                                  ------------     ------------
                    Total current assets                                             7,658,825        5,439,022

PROPERTY AND EQUIPMENT, net                                                            108,301          132,905

PATENT COSTS, net                                                                       37,932           42,589
                                                                                  ------------     ------------
                    Total assets                                                  $  7,805,058     $  5,614,516
                                                                                  ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                                               $    554,869     $    759,218
   Accrued expenses                                                                    451,031          574,043
   Deferred revenue                                                                    731,255          476,387
                                                                                  ------------     ------------
                    Total current liabilities                                        1,737,155        1,809,648
                                                                                  ------------     ------------
OTHER LIABILITIES                                                                       62,265           97,266
                                                                                  ------------     ------------
                    Total liabilities                                                1,799,420        1,906,914
                                                                                  ------------     ------------
SERIES A 8% CONVERTIBLE REDEEMABLE PREFERRED STOCK,
   Net of beneficial conversion feature, warrants issued and issuance costs -
   $.01 par value; 1,000,000 shares authorized; 0 and 30,000 shares issued and
   outstanding as of September 30, 2005 and December 31, 2004,
   respectively                                                                             --        2,839,278
                                                                                  ------------     ------------

STOCKHOLDERS' EQUITY:
   Common stock - $.001 par value; 20,000,000 shares authorized;
   12,044,240 and 10,277,418 shares issued and outstanding, respectively                12,044           10,290
   Deferred compensation                                                              (411,129)        (126,469)
   Additional paid-in capital                                                       44,790,404       36,655,882
   Accumulated deficit                                                             (38,385,681)     (35,671,379)
                                                                                  ------------     ------------
                    Total stockholders' equity                                       6,005,638          868,324
                                                                                  ------------     ------------
                    Total liabilities and stockholders' equity                    $  7,805,058     $  5,614,516
                                                                                  ============     ============
</TABLE>

See accompanying notes to financial statements

                                       1
<PAGE>

                               Intelli-Check, Inc.

                            Statements of Operations
                                   (Unaudited)
<TABLE>
<CAPTION>
                                          Three Months Ended September 30,  Nine Months Ended September 30,
                                                2005              2004          2005               2004
                                                ----              ----          ----               ----
<S>                                         <C>              <C>              <C>              <C>
REVENUE                                   $    430,083     $    232,661     $  1,723,882     $    790,821
COST OF REVENUE                               (176,634)         (90,070)        (395,298)        (309,050)
INVENTORY WRITEDOWN                                 --         (200,000)              --         (200,000)
                                            ----------       ----------       ----------       ----------
       Gross profit                            253,449          (57,409)       1,328,584          281,771
                                            ----------       ----------       ----------       ----------

OPERATING EXPENSES
   Selling                                     307,976          263,866          935,381          896,735
   General and administrative                  519,139        1,075,191        2,280,630        3,925,583
   Research and development                    238,531          297,077          712,253          922,361
                                            ----------       ----------       ----------       ----------
       Total operating expenses              1,065,646        1,636,134        3,928,264        5,744,679
                                            ----------       ----------       ----------       ----------

       Loss from operations                   (812,197)      (1,693,543)      (2,599,680)      (5,462,908)
                                            ----------       ----------       ----------       ----------

   Interest income                              46,885           24,659           82,922           76,278
                                            ----------       ----------       ----------       ----------

       Net loss                               (765,312)      (1,668,884)      (2,516,758)      (5,386,630)

Accretion of convertible redeemable
preferred stock costs                               --          (66,180)        (160,722)        (198,540)
Dividend on convertible redeemable
preferred stock                                     --          (60,493)         (36,822)        (179,507)
                                            ----------       ----------       ----------       ----------

Net loss attributable to common
stockholders                              $   (765,312)    $ (1,795,557)    $ (2,714,302)    $ (5,764,677)
                                            ==========       ==========       ==========       ==========
PER SHARE INFORMATION
       Net loss per common share -
       Basic and diluted                  $       (.07)    $       (.17)    $       (.25)    $       (.57)
                                            ==========       ==========       ==========       ==========

Weighted average common shares used in
computing per share amounts-
       Basic and diluted                    11,473,588       10,276,066       10,908,623       10,202,879
                                            ==========       ==========       ==========       ==========
</TABLE>

See accompanying notes to financial statements


                                       2
<PAGE>

                               Intelli-Check, Inc.

                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                               Nine Months Ended      Nine Months Ended
                                                                               September 30, 2005    September 30, 2004
                                                                               ------------------    ------------------
<S>                                                                                 <C>                 <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                                       $(2,516,758)        $(5,386,630)
Adjustments to reconcile net loss to net cash used in
   operating activities:
         Depreciation and amortization                                                   41,356              90,381
         Noncash stock based compensation expense                                       223,450           1,347,000
         Amortization of deferred compensation                                           75,124             234,053
         Writedown of inventory                                                              --             200,000
   Changes in assets and liabilities-
         Decrease  in certificates of deposit, restricted                                    --           1,283,118
         Decrease  in accounts receivable                                               132,544              76,470
         Decrease in inventory                                                          143,538               6,090
         Increase in other current assets                                               (64,457)             (3,948)
         (Decrease) increase in accounts payable and accrued expenses                  (266,868)            617,750
         Decrease in litigation settlement payable                                           --            (921,700)
         Increase in deferred revenue                                                   254,868              42,601
         Decrease in other liabilities                                                  (35,001)             (8,217)
                                                                                    -----------         -----------
               Net cash used in operating activities                                 (2,012,204)         (2,423,032)
                                                                                    -----------         -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Investment of marketable securities and short term investments                  (6,288,113)         (4,288,812)
     Sales of marketable securities and short term investments                        4,417,391           6,161,304
     Purchases of property and equipment                                                (12,095)            (19,105)
                                                                                     -----------         -----------

               Net cash (used in) provided by  investing activities                  (1,882,817)          1,853,387
                                                                                     -----------         -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Net proceeds from issuance of common stock                                         129,700             427,979
     Net proceeds from issuance of common stock from secondary
     offering                                                                         4,423,342                  --
     Payment of dividend to preferred stockholder                                       (97,315)           (240,000)
     Repayment of capital lease obligation                                                   --                (427)
     Purchase and retirement of common stock                                                 --             (98,751)
                                                                                    -----------         -----------
          Net cash  provided by financing activities                                  4,455,727              88,801
                                                                                    -----------         -----------

               Increase (decrease) in cash and cash equivalents                         560,706            (480,844)

CASH AND CASH EQUIVALENTS, beginning of period                                        1,750,485           3,306,991
                                                                                    -----------         -----------

CASH AND CASH EQUIVALENTS, end of period                                            $ 2,311,191         $ 2,826,147
                                                                                    ===========         ===========

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
    Conversion of convertible redeemable preferred stock

       into Common Stock                                                            $ 3,000,000                  --
                                                                                    ===========         ===========
    Accretion of convertible redeemable preferred stock cost                        $   160,722         $   198,540
                                                                                    ===========         ===========
    Stock options issued for services rendered                                      $    84,774         $   542,648
                                                                                    ===========         ===========
</TABLE>

See accompanying notes to financial statements


                                       3
<PAGE>

                               Intelli-Check, Inc.

                  Statement of Stockholders' Equity (Unaudited)
                  For the Nine Months Ended September 30, 2005


<TABLE>
<CAPTION>
                                                                        Additional
                                                Common Stock              Paid-in        Deferred      Accumulated
                                           Shares          Amount         Capital      Compensation      Deficit           Total
                                           ------          ------         -------      ------------      -------           -----
<S>                <C> <C>                <C>           <C>            <C>            <C>             <C>              <C>
BALANCE, January 1, 2005                  10,290,418    $     10,290   $ 36,655,882   $   (126,469)   $(35,671,379)    $    868,324

Conversion of Convertible Redeemable
  Preferred Stock                            454,545             455      2,999,545             --              --        3,000,000
Exercise of options                           40,000              40        129,660             --              --          129,700
Issuance of common stock in
 connection   with secondary offering      1,250,000           1,250      4,422,092                                       4,423,342
Issuance of stock from cashless
  exercise of stock options                    9,277               9         44,241             --              --           44,250
Extension of options                              --              --        179,200             --              --          179,200
Amortization of deferred compensation             --              --             --         75,124              --           75,124
Dividend on convertible redeemable
  preferred stock                                 --              --             --             --         (36,822)         (36,822)
Recognition of deferred compensation              --              --        402,995       (402,995)             --               --
Accretion of convertible
  redeemable preferred stock                      --              --             --             --        (160,722)        (160,722)
Valuation adjustment of deferred
  compensation                                    --              --        (43,211)        43,211              --               --
Net loss                                          --              --             --             --      (2,516,758)      (2,516,758)
                                        ------------    ------------   ------------   ------------    ------------     ------------

BALANCE, September 30, 2005               12,044,240    $     12,044   $ 44,790,404   $   (411,129)   $(38,385,681)    $  6,005,638
                                        ============    ============   ============   ============    ============     ============
</TABLE>

See accompanying notes to financial statements


                                       4
<PAGE>

                               Intelli-Check, Inc.

                          Notes to Financial Statements

                                   (Unaudited)

Note 1.  Basis of Presentation and Significant Accounting Policies

Basis of Presentation

      The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Article 10 of Regulation
S-X. Accordingly, they do not include all of the information and notes required
by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited interim financial statements
furnished herein include all adjustments necessary for a fair presentation of
the Company's financial position at September 30, 2005 and the results of its
operations for the nine and three months ended September 30, 2005 and 2004,
stockholders' equity for the nine months ended September 30, 2005 and cash flows
for the nine months ended September 30, 2005 and 2004. All such adjustments are
of a normal and recurring nature. Interim financial statements are prepared on a
basis consistent with the Company's annual financial statements. Results of
operations for the nine month period ended September 30, 2005 are not
necessarily indicative of the operating results that may be expected for the
year ending December 31, 2005.

      The balance sheet as of December 31, 2004 has been derived from the
audited financial statements at that date but does not include all of the
information and notes required by accounting principles generally accepted in
the United States of America for complete financial statements.

      For further information, refer to the financial statements and notes
thereto included in the Company's Annual Report on Form 10-K for the year ended
December 31, 2004.

Liquidity

      The Company anticipates that its cash on hand including proceeds received
from our Private Placement (footnote 5), marketable securities and cash
resources from expected revenues from the sale of the units in inventory and the
licensing of its technology will be sufficient to meet its anticipated working
capital and capital expenditure requirements for at least the next twelve
months. These requirements are expected to include the purchase of inventory,
product development, sales and marketing expenses, working capital requirements
and other general corporate purposes. The Company 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 its ID-Check technology, enhance its operating infrastructure,
respond to competitive pressures, or acquire complementary businesses or
necessary technologies.

Recently Issued Accounting Pronouncements

      Except as discussed below, the Company does not expect the impact of the
future adoption of recently issued accounting pronouncements to have a material
impact on the Company's financial statements.

      SFAS 123R "Share Based Payments" was issued in December 2004, and requires
companies to expense the value of employee options and similar awards. In March
2005, the SEC staff issued Staff Accounting Bulletin No. 107 (SAB 107) to defer
the effective date of SFAS 123R until January 1, 2006 and provide guidance on
implementation of SFAS 123R. SFAS 123R becomes effective for the Company on
January 1, 2006 and will require that stock-based compensation charges be
recorded for the unvested portions of options and restricted stock granted
through December 31, 2005, as well as for all future grants, based on the fair
value of the options or warrants or restricted stock as of their grant dates.
Management has not determined the impact which the adoption of SFAS 123R will
have on the Company's financial statements, however, based on options
outstanding as of September 30, 2005, it is currently estimated that the impact
would increase operating expense and reduce net income for the year ending
December 31, 2006.

                                       5
<PAGE>

      In November 2004, the FASB issued SFAS No. 151, "Inventory Costs, an
Amendment of ARB No. 43," Chapter 4 ("SFAS No. 151"). The amendments made by
SFAS No. 151 clarify that abnormal amounts of idle facility expense, freight,
handling costs, and wasted materials (spoilage) should be recognized as
current-period charges and require the allocation of fixed production overheads
to inventory based on the normal capacity of the production facilities. SFAS No.
151 will become effective beginning in fiscal 2006. The adoption of this
Statement will not have a significant impact on our financial condition or
results of operations.

      In December 2004, the FASB issued SFAS No. 153, "Exchange of Nonmonetary
Assets" an amendment of APB Opinion No. 29, "Accounting for Nonmonetary
Transactions" ("SFAS No. 153"). The amendments made by SFAS No. 153 are based on
the principle that exchanges on nonmonetary assets should be measured based on
the fair value of the assets exchanged. Further, the amendments eliminate the
narrow exception for nonmonetary exchanges of similar productive assets and
replace it with a broader exception for exchanges of nonmonetary assets that do
not have commercial substance. SFAS No. 153 is effective for nonmonetary asset
exchanges occurring in fiscal periods beginning after June 15, 2005. Earlier
application is permitted for nonmonetary asset exchanges occurring in fiscal
periods after the date of issuance. The provisions of SFAS No. 153 shall be
applied prospectively. The adoption of this Statement will not have a
significant impact on our financial condition or results of operations.

      In May 2005, the FASB issued SFAS No. 154 "Accounting Changes and Error
Corrections--A Replacement of APB Opinion No. 20 and FASB Statement No. 3". This
Statement requires retrospective application to prior periods' financial
statements of changes in accounting principle, unless it is impracticable to
determine either the period-specific effects or the cumulative effect of the
change. This Statement does not change the guidance for reporting the correction
of an error in previously issued financial statements or a change in accounting
estimate. The provisions of this Statement shall be effective for accounting
changes and correction of errors made in fiscal years beginning after December
15, 2005. The Company is not able to assess at this time the future impact of
this Statement on its financial position or results of operations. Use of
Estimates

      The preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the amounts
reported in the Company's financial statements and accompanying notes. Actual
results could differ materially from those estimates.

Cash and Cash Equivalents

         Cash and cash equivalents include cash and highly liquid investments
with original maturities of three months or less when purchased. As of September
30, 2005, cash equivalents included money market funds, commercial paper and
other liquid short-term debt instruments (with maturities at date of purchase of
three months or less) of $2,268,316.

Marketable Securities

      The Company has classified its marketable securities as held-to-maturity
because the Company has the intent and ability to hold these securities to
maturity. The securities are carried at amortized cost using the specific
identification method. Interest income is recorded using an effective interest
rate, with the associated premium or discount amortized to interest income. All
of the Company's marketable securities have maturities of less than 1 year with
a weighted average interest rate of 3.99%. The carrying value of the marketable
securities as of September 30, 2005 of $4,579,518 approximated their fair market
value.

                                       6
<PAGE>

Revenue Recognition

      We sell our products directly through our sales force and through
distributors. Revenue from direct sales of our product is recognized when
shipped to the customer and title has passed. Our products require continuing
service or post contract customer support and performance by us; accordingly, a
portion of the revenue pertaining to the service and support 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 of certain of our products, we do not have
enough experience to identify the fair value of each element, 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.

         In addition, we recognize sales from licensing of our patented software
to customers. Our licensed software requires continuing service or post contract
customer support and performance by us; 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.

      During the second quarter of fiscal 2003, we began receiving royalties
from the licensing of our technology, which are recognized as revenues in the
period they are earned.

Inventory Valuation

      Our current inventory consists primarily of our ID-Check terminals that
run our patented software and input devices purchased in 2004. We periodically
evaluate the current market value of our 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. Based on ongoing
evaluation of our inventory, prior to January 1, 2005, we recorded a cumulative
inventory write down of $1,347,332 of the ID-Check terminals that we originally
acquired in 1999. The manufacturer discontinued the production of these ID-Check
terminals in 2003. The ID-Check terminal is fully capable of running our
patented software as it utilizes a high quality imager/scanner and magnetic
stripe reader and is currently being marketed for sale. During the second and
third quarters of 2005, we sold a portion of the ID-Check terminals we held in
inventory in excess of their remaining value and recorded a recovery of
inventory totaling $77,000, which was previously written off.

Business Concentrations and Credit Risk

      During the period ending September 30, 2005, the Company made credit sales
to two customers that accounted for approximately 55.8% of total sales for the
nine months ended September 30, 2005 and the Company made credit sales to one
customer that accounted for approximately 28.4% of total sales for the three
month ended, September 30, 2005. As a result, the balance due from one of these
customers accounted for 29.6 % of accounts receivable as of September 30, 2005,
which was collected in November 2005.

Stock-Based Compensation

         At September 30, 2005, the Company has stock based compensation plans,
which are described more fully in Note 8 to the Financial Statements included in
the Company's 2004 Annual Report on Form 10-K. As permitted by the SFAS No. 123,
"Accounting for Stock Based Compensation," the Company accounts for stock-based
compensation arrangements with employees in accordance with provisions of
Accounting Principles Board ("APB") Opinion No. 25 "Accounting for Stock Issued
to Employees." Compensation expense for stock options issued to employees is
based on the difference on the date of grant, between the fair value of the
Company's common stock and the exercise price of the option. No stock based
employee compensation cost is reflected in net loss, as all options granted
under those plans had an exercise price equal to the market value of the
underlying common stock at the date of grant. The Company accounts for equity
instruments issued to non-employees in accordance with the provisions of SFAS
No. 123 and Emerging Issues Task Force ("EITF") Issue No. 96-18, "Accounting for
Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in
Conjunction With Selling Goods or Services." All transactions in which goods or
services are the consideration received for the issuance of equity instruments
are accounted for based on the fair value of the consideration received or the
fair value of the equity instrument issued, whichever is more reliably
measurable.

         In accordance with SFAS No.148 "Accounting for Stock Based
Compensation-Transition and Disclosure," the following table illustrates the
effect on net loss and loss per share if the Company had applied the fair value
recognition provisions of SFAS No. 123 to employee stock based compensation:

                                       7
<PAGE>

<TABLE>
<CAPTION>
                                                    Three months ended September 30,    Nine months ended September 30,
                                                    --------------------------------    -------------------------------
                                                       2005              2004             2005              2004
                                                       ----              ----             ----              ----
<S>                                                <C>               <C>              <C>               <C>
Net loss attributable to common
  stockholders, as reported                         ($765,312)       ($1,795,557)     ($2,714,302)      ($5,764,677)
Add:
Total stock based employee compensation
  expense determined under fair value
  based method for all awards                        1,011,171         540,255          2,097,915        1,137,510
                                                     ---------         -------          ---------        ---------
Net loss, pro forma                                ($1,776,483)      ($2,335,812)     ($4,812,217)      ($6,902,187)

Basic and diluted loss per share, as reported         ($0.07)          ($0.17)           ($0.25)          ($0.57)

Basic and diluted loss per share, pro forma           ($0.15)          ($0.23)           ($0.44)          ($0.68)
</TABLE>

      The above listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles, with no need for management's judgment in their application. There
are also areas in which management's judgment in selecting any available
alternative would not produce a materially different result.

Note 2.  Net Loss Per Common Share

      The Company computes net loss per common share in accordance with SFAS No.
128, "Earnings Per Share." Under the provisions of SFAS No. 128, basic net loss
per common share ("Basic EPS") is computed by dividing net loss by the weighted
average number of common shares outstanding. Diluted net loss per common share
("Diluted EPS") is computed by dividing net loss by the weighted average number
of common shares and dilutive common share equivalents then outstanding. SFAS
No. 128 requires the presentation of both Basic EPS and Diluted EPS on the face
of the statements of operations. Diluted EPS for the periods ended September 30,
2005 and 2004 does not include the impact of stock options, warrants and
convertible preferred stock then outstanding, as the effect of their inclusion
would be antidilutive.

      The following table summarizes the equivalent number of common shares
assuming the related securities that were outstanding as of September 30, 2005
and 2004 had been converted:

                                                 2005         2004
                                                 ----         ----

 Stock options                                2,788,149    2,680,999
 Convertible redeemable preferred stock               -      454,545
 Warrants                                     1,053,061
                                                             338,061
         Total                                3,842,210    3,473,605
                                              =========    =========

Note 3.  Conversion of Redeemable Convertible Preferred Stock

      On February 25, 2005, Gryphon Master Fund, L.P. converted their Preferred
Stock into 454,545 shares of our common stock at a conversion price of $6.60 per
share. A final dividend payment of $97,315 was paid for the period up to the
date of conversion. As a result of this conversion, the period we used in
estimating the accretion of all of the costs associated with the issuance of the
Preferred Stock changed from 5 years to 1.9166 years. Accordingly, the accretion
was increased in the first quarter of 2005 by $119,956 and amounted to $160,722
for the quarter ended March 31, 2005. Additionally, as a result of this
conversion, we retired the 30,000 shares of preferred stock, issued 454,545
shares of our common stock and recorded $3,000,000 as an increase to
stockholders equity.

                                       8
<PAGE>

Note 4.  Certain Relationships

      On January 1, 2005, we renewed our agreement with Alexandros Partners LLC
to act as consultants in advising us in financial and investor relation matters.
We agreed to pay a consulting fee of $50,000 payable in 12 equal monthly
installments. The agreement terminates on December 31, 2005. Mr. John
Hatsopoulos, a principal of Alexandros Partners LLC, is currently a member of
our Board of Directors. This transaction was approved by all of the independent
directors of our Board of Directors.

      On December 7, 2004, we entered into a one year agreement with a
consulting firm to help with our investor relations activities. We agreed to pay
a consulting fee of $100,000 payable in 12 monthly installments. In addition,
the Company issued 11,500 restricted shares of its common stock to the
consulting firm. On August 6, 2005, we terminated the agreement and ceased
payment under the agreement.

      On November 2, 2004, we entered into an exclusive agreement with an
investment banking firm for the purpose of investigating the opportunities in
raising additional capital for us. On May 3, 2005, we terminated the agreement
eliminating the provision of exclusivity and signed an exclusive agreement with
another investment banking firm as a lead placement agent in connection with the
private placement described in Note 7 below.

      On September 21, 2005, we entered into a two (2) year agreement with a
consulting firm to help with our public and investor relations activities. We
agreed to pay $6,000 per month for the first 12 months of the agreement and
$9,000 per month for the following 12 months. In addition, we issued a warrant
granting the right to purchase 100,000 shares of our common stock at a purchase
price of $4.62 per share, which vests ratably over a twelve month period. The
fair value of this warrant amounted to $318,221 using the Black-Scholes
valuation method and was recorded in Deferred Compensation during the third
quarter of 2005. The contract is cancelable after the first year under certain
terms and conditions.

Note 5.  Legal Proceedings

      On August 1, 2003, we filed a summons and complaint against Tricom Card
Technologies, Inc. alleging infringement on our patent and seeking injunctive
and monetary relief. On October 23, 2003, we amended our complaint to include
infringement on an additional patent. On May 18, 2004, we filed a Second Amended
Complaint alleging infringement and inducement to infringe against certain
principals of Tricom in their personal capacities, as well as alleging in the
alternative false advertising claims under the Lanham Act against all the
defendants. These principals have moved to dismiss the claims against them, and
Tricom has moved to dismiss the false advertising claims. The Company has
opposed the motions. We filed a Joint Pretrial Order on November 19, 2004, which
has not yet been executed. The parties appeared before the court for a
settlement conference on March 17, 2005. Then on July 19, 2005, the parties
attended a Status Conference, during which the Court ordered defendants to file
an Answer to the Second Amended Complaint within 10 days. Subsequent to the
Status Conference, we served defendants with motions requesting sanctions
against them and their counsel and requested the Court to preclude pleading of
any defenses or claims that were not raised prior to the close of discovery and
prior to submission of the Proposed Joint Pretrial Order. On August 1, 2005,
defendants filed an Answer and Affirmative Defenses to the Second Amended
Complaint and Tricom filed a declaratory counterclaim. On November 2, 2005, the
court allowed Tricom to plead two additional defenses and declaratory counter
claims in the case. Additionally, discovery was reopened limited to these
matters for a period of 90 days. Intelli-Check's motion for sanctions remains
pending.

      We are not aware of any infringement by our products or technology on the
proprietary rights of others.

      Other than as set forth above, we are not currently involved in any legal
or regulatory proceeding, or arbitration, the outcome of which would have a
material adverse effect on our business.

Note 6.  Extension of Stock Options

      On March 22, 2005, the board of directors extended the expiration date of
124,500 stock options for one of our directors originally due to expire
September 8, 2005 until June 8, 2006. As a result, we recorded the fair value of
the extension of $176,000 as a non cash expense during the first quarter ended
March 31, 2005, which was calculated in accordance with Financial Interpretation
No. 44 "Accounting for Certain Transactions involving stock compensation".

                                       9
<PAGE>

      On August 9, 2005, the board of directors extended the expiration date of
40,000 stock options for one of our directors originally due to expire October
21, 2005 until July 21, 2006. As a result, we recorded the fair value of the
extension of $3,200 as a non cash expense during the third quarter ended
September 30, 2005, which was calculated in accordance with Financial
Interpretation No. 44 "Accounting for Certain Transactions involving stock
compensation".

      On September 9, 2005, we accelerated the vesting of 151,500 unvested stock
options outstanding under our stock option plans with exercise prices per share
of $4.40 or higher. The options had a range of exercise prices of $4.57 to $6.30
and a weighted average exercise price of $5.46. The closing price of our common
stock on September 9, 2005, the day of the acceleration, was $4.40. The purpose
of the accelerated vesting was to enable us to avoid recognizing compensation
expense associated with these options upon adoption of SFAS No. 123(R). The fair
value associated with the accelerated options that would have been reflected in
our financial statements amounted to $524,114 using the Black-Scholes valuation
method, which is included in pro forma stock-based employee compensation expense
for 2005.

Note 7. Private Placement

      On August 9, 2005, we successfully completed our private placement of
1,250,000 shares of common stock and received net proceeds of approximately
$4,423,000. In connection with the private placement, investors received five
year warrants to purchase 500,000 shares of common stock at an exercise price of
$5.40 per share. In addition, we granted to our placement agent a warrant to
purchase 125,000 shares of our common stock at a price of $ 5.40 per share which
expires on August 8, 2010. The fair value of these warrants amounted to
approximately $1,645,000 using the Black-Scholes valuation method, which was
recorded in Equity. On October 7, 2005, the Registration Statement on Form S-3,
which included the shares issued in our private placement, was declared
effective by the Securities and Exchange Commission.

Note 8. Subsequent Event

      Effective October 16, 2005, we amended our office lease that provides for
a reduction in office space from approximately 9,700 square feet to
approximately 7,100 square feet for the remainder of the lease term which
expires December 31, 2010. In addition, payments under the amended lease will be
reduced by approximately $60,000 per year in the first year and such reduction
will be increased by approximately 4% per year. Total payments remaining under
our amended lease will be $1,110,180.

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

      (a) Overview

      Intelli-Check was formed in 1994 to address a growing need for a reliable
document and age verification system that could be used to detect fraudulent
driver licenses and other widely accepted forms of government-issued
identification documents. Since then, our technology has been further developed
for application in the commercial fraud protection, access control and
governmental security markets. Additionally, it is currently being used to
address inefficiencies and inaccuracies associated with manual data entry. The
core of Intelli-Check's product offerings is our proprietary software technology
that verifies the authenticity of driver licenses, state issued non-driver and
military identification cards used as proof of identity. Our patented
ID-Check(R) software technology instantly reads, analyzes, and verifies the
encoded data in magnetic stripes and barcodes on government-issue IDs from
approximately 60 jurisdictions in the U.S. and Canada to determine if the
content and format is valid. We have served as the national testing laboratory
for the American Association of Motor Vehicle Administrators (AAMVA) since 1999
and have access to all the currently encoded driver license formats. After the
tragic events that occurred on September 11, 2001, we believe there has been a
significant increase in awareness of our software technology to help improve
security across many industries, including airlines, rail transportation and
high profile buildings and infrastructure, which we believe should enhance
future demand for our technology. 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 September 30, 2005, we had an
accumulated deficit of $38,385,681. We will continue to fund operating and
capital expenditures from proceeds that we received from sales of our equity
securities. 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.

                                       10
<PAGE>

      Our ID-Check's unique technology provides the ability to verify the
validity of military ID's, driver licenses and state issued non-driver ID cards
that contain magnetic stripes, bar codes and SMART chips that in most cases
conform to AAMVA/ANSI/ISO standards, which enables us to target three distinct
markets. The original target market was focused on resellers of age-restricted
products, such as alcohol and tobacco, where the proliferation of high-tech fake
IDs expose merchants to fines and penalties for the inadvertent sale of these
products to underage purchasers. We now also target commercial fraud, which
includes identity theft, and our technology is designed to help prevent losses
from these frauds. We are also marketing our products for security applications
involving access control. As a result of its applicability in these markets, we
have sold our products to some of the largest companies in the gaming industry,
a significant retailer, a large financial services Company, Certegy, one of the
largest providers of check authorization services in the United States, a state
port authority, military establishments, airports, nuclear power plants and high
profile buildings. Our technology is currently being tested by several Fortune
50 Companies. We have entered into strategic alliances with Verifone, the
largest provider of credit card terminals in the U.S., the two largest providers
of driver licenses in North America for their compliance with the provisions of
the Real ID Act, several biometric companies, and Northrop Grumman and Anteon,
integrators in the defense industry, to utilize our systems and software as the
proposed or potential enrollment application for their technologies and to
jointly market these security applications. The recent passage of the Real ID
ACT together with the regulations arising from Homeland Security Presidential
Directive 12 (HSPD-12) has additionally created opportunities for our
verification technology in the governmental market at the federal, state and
local levels. In addition, we have executed agreements with some high profile
organizations to promote the use of our technology and our products. We believe
these relationships have broadened our marketing reach through their sales
efforts and we intend to develop additional strategic alliances with additional
high profile organizations and providers of security solutions.

      We have developed additional software products that utilize our patented
software technology. Our latest products include ID-Traveler and ID-Prove. ID
Traveler electronically verifies and matches two forms of government issued ID's
instantaneously while the ID Prove product offering provides "out of wallet"
questions to assist in proving a user's claimed identity. Additional software
solutions include ID-Check(R) PC and ID-Check(R) PDA, which replicate the
features of ID-Check. These products are designed to be platform-independent and
compatible with both stationary and mobile hardware applications. Another new
application is an enhanced version of C-Link(R), the company's net-workable data
management software. Additionally, ID-Check(R) PC and the most recent release of
C-Link are designed to read the smart chip contained on the military Common
Access Card (CAC). These products are all designed for use with Intelli-Check's
new DCM, a compact, self-contained two-dimensional bar code and magnetic stripe
reader. The DCM enables the new software applications to be used on a variety of
commercially available data processing devices, including PDAs, Tablets,
Laptops, Desktops and Point-of-Sale Computers, therefore negating the need to
replace the ID-Check terminal. Our C-Link(R) software product, which runs on a
personal computer and was created to work in conjunction with the ID-Check unit
allows a user to instantly first analyze the data, then view the encoded data
for further verification and to generate various reports where permitted by law.
We recently introduced a new product, ID-Mobile, which gives the user the
additional flexibility of utilizing our software in a hand-held product. To
date, we have entered into seventeen (18) licensing agreements and are in
discussions with additional companies to license our software to be utilized
within other existing systems.

Critical Accounting Policies and the Use of Estimates

      The preparation of our financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the amounts reported in
our financial statements and accompanying notes. Actual results could differ
materially from those estimates.

                                       11
<PAGE>

      We believe that there are several accounting policies that are critical to
understanding our 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, valuation of inventory, stock based compensation,
deferred taxes and commitments and contingencies. These policies and our
procedures related to these policies are described in detail below.

A. Revenue Recognition

      We sell our products directly through our sales force and through
distributors. Revenue from direct sales of our product is recognized when
shipped to the customer and title has passed. Our products require continuing
service or post contract customer support and performance by us; accordingly, a
portion of the revenue pertaining to the service and support 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 of certain of our products, we do 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.

      In addition, we recognize sales from licensing of our patented software to
customers. Our licensed software requires continuing service or post contract
customer support and performance by us; 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.

      During the second quarter of fiscal 2003, we began receiving royalties
from licensing our technology, which are recognized as revenues in the period
they are earned.

B. Inventory Valuation

      Our current inventory consists primarily of our ID-Check terminals that
run our patented software and input devices purchased in 2004. We periodically
evaluate the current market value of our 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. Based on ongoing
evaluation of our inventory, prior to January 1, 2005, we recorded a cumulative
inventory write down of $1,347,332 of the ID-Check terminals that we originally
acquired in 1999. The manufacturer discontinued the production of these ID-Check
terminals in 2003. The ID-Check terminal is fully capable of running our
patented software as it utilizes a high quality imager/scanner and magnetic
stripe reader and is currently being marketed for sale. During the second and
third quarters of 2005, we sold a portion of the ID-Check terminals we held in
inventory in excess of their remaining value and recorded a recovery of
inventory totaling $77,000, which was previously written off.

C. Stock-Based Compensation

      Options, warrants and stock awards issued to non-employees and consultants
are recorded at their fair value as determined in accordance with Statement of
Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation," and EITF No. 96-18, "Accounting for Equity Instrument That are
Issued to Other Than Employees for Acquiring, or in Conjunction with Selling,
Goods or Services" and recognized as expense over the related vesting period.

D. Deferred Income Taxes

      Deferred tax assets and liabilities are recognized for the estimated
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases and net operating loss carry forwards. Deferred tax assets
and liabilities are measured using expected tax rates in effect for the year in
which those temporary differences are expected to be recovered or settled. We
have recorded a full valuation allowance for our net deferred tax assets as of
September 30, 2005, due to the uncertainty of the realizability of those assets.

E. Commitments and Contingencies

      We are currently involved in certain legal proceedings as discussed in the
"Commitments and Contingencies" note in the Notes to the Financial Statements
filed in our Form 10-K for the year ended December 31, 2004. Other than as
described in footnote 5 above, we do not believe these legal proceedings will
have a material adverse effect on our financial position, results of operations
or cash flows.

                                       12
<PAGE>

      The above listing is not intended to be a comprehensive list of all of our
accounting policies. In many cases, the accounting treatment of a particular
transaction is specifically dictated by generally accepted accounting
principles, with no need for management's judgment in their application. There
are also areas in which management's judgment in selecting any available
alternative would not produce a materially different result.

(b) Results of Operations

      Comparison of the nine months ended September 30, 2005 to the nine months
ended September 30, 2004.

      Revenues increased $933,061 or 118%, from $790,821 for the nine months
ended September 30, 2004 to $1,723,882 for the nine months ended September 30,
2005. Revenues for the period ended September 30, 2005 consisted of revenues
from distributors of $398,079, revenues from direct sales to customers of
$1,279,709 and royalty payments of $46,094. Sales bookings, which represent
shipments of products and contracted services, increased $1,181,705 or 144% from
$822,014 for the nine months ended September 30, 2004 to $2,003,719 for the nine
months ended September 30, 2005. Revenues and sales bookings for the period have
increased primarily due to a large software sale to a significant retailer
during the second quarter of 2005. We are optimistic that sales opportunities
should continue to increase as a result of our recent success in the retail
market, the positive results of certain of our recent marketing tests and
agreements, our introduction of additional products in 2004 and 2005 as well as
legislative efforts to improve identity management and security and control
sales of age restricted products. However, period to period comparisons may not
be indicative of future operating results, since we still face long sales
cycles, particularly in the government sector, and therefore, we cannot predict
with certainty at this time, in which period the large opportunities currently
in the pipeline will develop into sales.

      Gross profit, excluding an inventory writedown of $200,000 in the third
quarter of 2004, would have increased by 176% or $846,813 from $481,771 for the
nine months ended September 30, 2004 to $1,328,584, including a recovery of
inventory writedown of $77,000, for the nine months ended September 30, 2005.
Our gross profit, excluding the inventory writedown of $200,000 in the third
quarter of 2004, as a percentage of revenues, increased to 77.1% for the nine
months ended September 30, 2005 from 60.9% for the nine months ended September
30, 2004. These increases resulted primarily from a large software only sale in
the period, which yields higher margins than sales of our bundled hardware and
software products.

      Operating expenses, which consist of selling, general and administrative
and research and development expenses, decreased 31.6% from $5,744,679 for the
nine months ended September 30, 2004 to $3,928,264 for the nine months ended
September 30, 2005. Selling expenses, which consist primarily of salaries and
related costs for marketing, increased 4.3% from $896,735 for the nine months
ended September 30, 2004 to $935,381 for the nine months ended September 30,
2005 primarily due to an increase in salaries, commissions and employee costs of
approximately $59,000, increased travel and convention expenses of approximately
$46,000 and a net increase of non-recurring expenses of $9,000 from the hiring
of professional consultants during the nine months ended September 30, 2005 to
promote our product, which was partially offset by a decrease in advertising and
marketing expenses of approximately $77,000. 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, decreased 41.9% from $3,925,583 for the nine
months ended September 30, 2004 to $2,280,630 for the nine months ended
September 30, 2005 primarily as a result of a decrease in non-cash expenses
primarily related to the extension of stock options totaling $1,350,000, a
decrease in legal fees of approximately $373,000 relating to decreased activity
on our patent infringement litigation, a decrease in employee costs and related
expenses of approximately $64,000, a decrease in insurance costs of
approximately $26,000 and a decrease in depreciation expense of approximately
$50,000 as a result of certain assets becoming fully depreciated which were
partially offset by expensing certain non-recurring costs relating to equity
raising activities totaling approximately $186,000 and an increase in consulting
expenses of approximately $23,000. Research and development expenses, which
consist primarily of salaries and related costs for the development of our
products, decreased 22.8% from $922,361 for the nine months ended September 30,
2004 to $712,253 for the nine months ended September 30, 2005, primarily as a
result of decreases in salaries and related expenses of approximately $208,000
and decreases in internal development costs of approximately $19,000, which were
partially offset by an increase in consulting expenses for product development
of approximately $26,000. 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 incrementally 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
the business grows. Research and development expenses may also increase as we
complete and introduce additional products based upon our patented ID-Check
technology.

                                       13
<PAGE>

      Interest income increased from $76,278 for the nine months ended September
30, 2004 to $82,922 for the nine months ended September 30, 2005, which is a
result of an increase in our cash and cash equivalents, marketable securities
and short term investments available for investment from the completion of our
private placement, as well as higher interest rates from investments, during
this period.

      As a result of the factors noted above, our net loss decreased from
$5,386,630 for the nine months ended September 30, 2004 to $2,516,758 for the
nine months ended September 30, 2005.

      Comparison of the three months ended September 30, 2005 to the three
months ended September 30, 2004.

      Revenues increased by $197,422 or 85% from $232,661 for the three months
ended September 30, 2004 to $430,083 for the three months ended September 30,
2005. Revenues for the period ended September 30, 2005 consisted of revenues
from distributors of $246,458, revenues from direct sales to customers of
$166,612 and royalty payments of $17,013. Sales bookings, which represent
shipments of products and contracted services, increased by 113% from $228,152
for the three months ended September 30, 2004 to $486,330 for the three months
ended September 30, 2005. Revenues and sales bookings have increased due to our
success in penetrating certain of our target markets. We are optimistic that
sales opportunities should continue to increase as a result of our recent
success in the retail market, the positive results of certain of our recent
marketing tests and agreements, our introduction of additional products in 2004
and 2005 as well as legislative efforts to improve identity management and
security and control sales of age restricted products. However, period to period
comparisons may not be indicative of future operating results, since we still
face long sales cycles, particularly in the government sector, and therefore, we
cannot predict with certainty at this time, in which period the large
opportunities currently in the pipeline will develop into sales.

      Gross profit, excluding an inventory writedown of $200,000 in the third
quarter of 2004, would have increased by $110,858 or 78% from $142,591 for the
three months ended September 30, 2004 to $253,449, including a recovery of
inventory writedown of $22,000, for the three months ended September 30, 2005.
Our gross profit, excluding the inventory writedown of $200,000 in the third
quarter of 2004 as a percentage of revenues amounted to 58.9% in the three
months ended September 30, 2005 compared to 61.3% for the three months ended
September 30, 2004. This decrease resulted from a higher mix of sales of our
bundled hardware and software products that have lower margins than our
licensing products and services.

      Operating expenses, which consist of selling, general and administrative
and research and development expenses, decreased 34.9% from $1,636,134 for the
three months ended September 30, 2004 to $1,065,646 for the three months ended
September 30, 2005. Selling expenses, which consist primarily of salaries and
related costs for marketing, increased 16.7% from $263,866 for the three months
ended September 30, 2004 to $307,976 for the three months ended September 30,
2005 primarily due to an increase in salaries, commissions and employee costs of
approximately $18,000, increased travel and convention expenses of approximately
$35,000 and a net increase of non-recurring expenses of $46,000 from the hiring
of professional consultants during the three months ended September 30, 2005 to
promote our product, which were partially offset by an decrease in marketing
expenses of approximately $25,000 and a decrease of non cash compensation
consulting expenses of approximately $21,000. 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 decreased 51.7% from $1,075,191 for the three
months ended September 30, 2004 to $519,139 for the three months ended September
30, 2005 primarily as a result of a decrease in legal fees of approximately
$668,000 relating to our patent infringement litigation, a decrease of travel
expenses of $14,000, a decrease in depreciation expenses of approximately
$13,000 and a reduction of non cash compensation relating to stock options
issued to professional consultants during the period ended September 30, 2004 of
approximately $32,000 which were partially offset by expensing certain
non-recurring costs relating to equity raising activities totaling approximately
$186,000. Research and development expenses, which consist primarily of salaries
and related costs for the development and testing of our products, decreased
19.7% from $297,077 for the three months ended September 30, 2004 to $238,531
for the three months ended September 30, 2005 primarily relating to a decrease
in salaries and related employee expenses of approximately $58,000. Research and
development expenses may increase as we complete and introduce additional
products based upon our patented ID-Check technology. 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
incrementally 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.

                                       14
<PAGE>

      Interest income increased from $24,659 for the three months ended
September 30, 2004 to $46,885 for the three months ended September 30, 2005,
resulting primarily from an increase in our cash and cash equivalents,
marketable securities and short term investments available for investment from
the completion of our private placement during this period.

      As a result of the factors noted above, our net loss decreased from
$1,668,884 for the three months ended September 30, 2004 to $765,312 for the
three months ended September 30, 2005.

(c) Liquidity and Capital Resources

      Cash used in operating activities for the nine months ended September 30,
2005 of $2,012,204 resulted primarily from the net loss of $2,516,758 and a
decrease in accounts payable and accrued expenses of $266,868 resulting from
payment and reduction of our legal fees, which was primarily offset by
recognition of noncash stock based compensation expense resulting from the
extension and exercise of stock options of $223,450, an increase in deferred
revenue of $254,868 due to increased sales of our products, a decrease in
accounts receivable of $132,544 and a decrease in inventory of $143,538. Cash
used in operating activities for the nine months ended September 30, 2004 of
$2,423,032 resulted primarily from the net loss of $5,386,630 and a decrease in
litigation settlement payable of $921,700 resulting from the payout of the
settlement, which was primarily offset by a decrease in certificates of
deposits, restricted of $1,283,118 primarily resulting from the payment of the
litigation settlement, recognition of non-cash stock based compensation expense
resulting from the extension of stock options of $1,347,000, amortization of
deferred compensation of $234,053, an inventory reserve of $200,000 and an
increase in accounts payable and accrued expenses of $617,750 primarily from
litigation expenses incurred from our patent lawsuit. Cash used in investing
activities for the nine months ended September 30, 2005 of $1,882,817 resulted
primarily from the net result of the sales of and investment of marketable
securities and short term investments of $1,870,722. Cash provided by investing
activities for the nine months ended September 30, 2004 of $1,853,387 resulted
primarily from the net result of the investment in and sales of marketable
securities and short term investments of $1,872,492. Cash provided by financing
activities was $4,455,727 for the nine months ended September 30, 2005 and was
primarily related to net proceeds from the issuance of common stock from the
exercise of stock options of $129,700 and from our secondary offering of
$4,423,342, which was partially offset by the payment of dividends to preferred
stock holders of $97,315. Cash provided by financing activities was $88,801 for
the nine months ended September 30, 2004 and was primarily related to proceeds
of $427,979 from the issuance of common stock from the exercise of stock
options, which was partially offset by the payment of dividends to preferred
stock holders of $240,000.

      In March 2001, we declared a dividend distribution of one non-transferable
right to purchase one share of our 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 were due to
expire on October 4, 2002, which was one year after the effective date of the
registration statement related to the shares of common stock underlying the
rights. We extended the expiration date until April 4, 2003, further extended
the rights until December 31, 2003, June 30, 2004, June 30, 2005 and have
additionally extended the expiration date to June 30, 2006. We have the right to
redeem the outstanding rights for $.01 per right under certain conditions, which
were not met as of November 9, 2005. We reserved 970,076 shares of common stock
for future issuance under this rights offering. However, to date, we have
received $2,482,009 before expenses from the exercise of 292,001 of these
rights, which has reduced the amount of shares available for future issuance.

                                       15
<PAGE>

      In March 2001, our Board of Directors authorized, subject to certain
business and market conditions, the purchase of up to $1,000,000 of our common
stock. As of September 30, 2005, we cumulatively purchased 40,200 shares
totaling approximately $222,000 and subsequently retired these shares. None of
these shares were purchased during the first nine months of 2005. We may
purchase additional shares when warranted by certain conditions.

      On February 25, 2005, Gryphon Master Fund, L.P. converted their Preferred
Stock into 454,545 shares of our common stock at a conversion price of $6.60 per
share. A final dividend payment of $97,315 was paid for the period up to the
date of conversion. As a result of this conversion, the period we used in
estimating the accretion of all of the costs associated with the issuance of the
Preferred Stock changed from 5 years to 1.9166 years. Accordingly, the accretion
was increased in the first quarter of 2005 by $119,956 and amounted to $160,722
for the quarter ended March 31, 2005. Additionally, as a result of this
conversion, we retired the 30,000 shares of preferred stock, issued 454,545
shares of our common stock and recorded $3,000,000 as an increase to equity.
Gryphon Master Fund was also issued five year warrants to purchase 113,636
shares of common stock at an exercise price of $6.78, which will expire on
October 3, 2008.

      On August 9, 2005, we successfully completed our private placement of
1,250,000 shares of common stock and received net proceeds of approximately
$4,423,000. In connection with the private placement, investors received five
year warrants to purchase 500,000 shares of common stock at an exercise price of
$5.40 per share. Other expenses, including professional fees were approximately
$400,000. In addition, we granted our placement agent a warrant to purchase
125,000 shares of our common stock at a price of $5.40 per share which expire on
August 8, 2010.

      We currently anticipate that our available cash on hand and marketable
securities, including proceeds received form our private placement, and cash
resources from expected revenues from the sale of the units in inventory and the
licensing of our technology will be sufficient to meet our anticipated working
capital and capital expenditure requirements for at least the next twelve
months. These requirements are expected to include the purchase of inventory,
product development, sales and marketing, working capital requirements and other
general corporate purposes. We may need to raise additional funds, however, 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.

(d) Net Operating Loss Carry forwards

      As of September 30, 2005 the Company had net operating loss carry forwards
(NOL's) for federal income tax purposes of approximately $29.2 million. There
can be no assurance that the Company will realize the benefit of the NOL's. The
federal NOL's are available to offset future taxable income which expires
beginning in the year 2013 if not utilized. Under Section 382 of the Internal
Revenue Code, these NOL's may be limited in the event of an ownership change.

Contractual Obligations

      Below is a table, which presents our contractual obligations and
commitments at September 30, 2005:

                             Payments Due by Period
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                       Less than
                                         Total          One Year       1-3 years   4-5 years  After 5 years
-----------------------------------------------------------------------------------------------------------
<S>                                      <C>            <C>            <C>         <C>          <C>
Operating Leases                         $1,119,565     $199,070       $634,167    $286,328              --
-----------------------------------------------------------------------------------------------------------
Consulting Contracts                        192,500       84,500        108,000          --              --
-----------------------------------------------------------------------------------------------------------
Employment contracts                        265,108      224,586         40,522
                                            -------      -------         ------
                                                                                         --              --
-----------------------------------------------------------------------------------------------------------
Total Contractual Cash Obligation        $1,577,173     $508,156       $782,689    $286,328     $
                                         ----------     --------       --------    --------     -----------
-----------------------------------------------------------------------------------------------------------
</TABLE>


                                       16
<PAGE>

Off-Balance Sheet Arrangements

      We have never entered into any off-balance sheet financing arrangements
and have never established any special purpose entities. We have not guaranteed
any debt or commitments of other entities or entered into any options on
non-financial assets.


Forward Looking Statements

      The foregoing contains certain forward-looking statements. Due to the fact
that our business is characterized by rapidly changing technology, high capital
requirements and an influx of new companies trying to respond to enhanced
security needs as a result of current events, actual results and outcomes may
differ materially from any such forward looking statements and, in general, are
difficult to forecast.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

      None

Item 4.  Controls and Procedures

Internal Controls

      We maintain disclosure controls and procedures (as defined in Exchange Act
Rules 13a-15(e) and 15d-15(e)) that are designed (i) to collect the information
we are required to disclose in the reports we file with the SEC, and (ii) to
process, summarize and disclose this information within the time periods
specified in the rules of the SEC. Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief
Financial Officer, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures. Such evaluation was
conducted as of the end of the period covered by this report. Based on such
evaluation, our Chief Executive and Chief Financial Officer have concluded that
these procedures are effective.

      Additionally, there were no significant changes in our internal controls
or in other factors that could significantly affect these controls subsequent to
the end of the period covered by this report. We have not identified any
significant deficiencies or material weaknesses in our internal controls, and
therefore there were no corrective actions taken.

Compliance with Section 404 of the Sarbanes-Oxley Act of 2002

      Pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 (the Act),
beginning with our Annual Report on Form 10-K for the fiscal year ending
December 31, 2007, we will be required to furnish a report by our management on
our internal control over financial reporting. This report will contain, among
other matters, an assessment of the effectiveness of our internal control over
financial reporting as of the end of our fiscal year, including a statement as
to whether or not our internal control over financial reporting is effective.
This assessment must include disclosure of any material weaknesses in our
internal control over financial reporting identified by management. If we
identify one or more material weaknesses in our internal control over financial
reporting, we will be unable to assert that our internal control over financial
reporting is effective. This report will also contain a statement that our
independent registered public accountants have issued an attestation report on
management's assessment of such internal controls and conclusion on the
operating effectiveness of those controls.

      Management acknowledges its responsibility for internal controls over
financial reporting and seeks to continually improve those controls. In order to
achieve compliance with Section 404 of the Act within the prescribed period, we
are currently performing the system and process documentation and evaluation
needed to comply with Section 404, which is both costly and challenging. We
believe our process, which began in 2005 and will continue in 2006 for
documenting, evaluating and monitoring our internal control over financial
reporting is consistent with the objectives of Section 404 of the Act.


                                       17
<PAGE>

Part II  Other Information

Item 1.  Legal Proceedings

      On August 1, 2003, we filed a summons and complaint against Tricom Card
Technologies, Inc. alleging infringement on our patent and seeking injunctive
and monetary relief. On October 23, 2003, we amended our complaint to include
infringement on an additional patent. On May 18, 2004, we filed a Second Amended
Complaint alleging infringement and inducement to infringe against certain
principals of Tricom in their personal capacities, as well as alleging in the
alternative false advertising claims under the Lanham Act against all the
defendants. These principals have moved to dismiss the claims against them, and
Tricom has moved to dismiss the false advertising claims. The Company has
opposed the motions. We filed a Joint Pretrial Order on November 19, 2004, which
has not yet been executed. The parties appeared before the court for a
settlement conference on March 17, 2005. Then on July 19, 2005, the parties
attended a Status Conference, during which the Court ordered defendants to file
an Answer to the Second Amended Complaint within 10 days. Subsequent to the
Status Conference, we served defendants with motions requesting sanctions
against them and their counsel and requested the Court to preclude pleading of
any defenses or claims that were not raised prior to the close of discovery and
prior to submission of the Proposed Joint Pretrial Order. On August 1, 2005,
defendants filed an Answer and Affirmative Defenses to the Second Amended
Complaint and Tricom filed a declaratory counterclaim. On November 2, 2005, the
court allowed Tricom to plead two additional defenses and declaratory counter
claims in the case. Additionally, discovery was reopened limited to these
matters for a period of 90 days. Intelli-Check's motion for sanctions remains
pending.

      We are not aware of any infringement by our products or technology on the
proprietary rights of others.

      Other than as set forth above, we are not currently involved in any legal
or regulatory proceeding, or arbitration, the outcome of which is expected to
have a material adverse effect on our business.

Item 6.  Exhibits

(a)   The following exhibits are filed as part of the Quarterly Report on Form
      10-Q:

      Exhibit No.      Description
      -----------      -----------

      3.1              Certificate of Amendment to the Certificate of
                       Incorporation of Intelli-Check, Inc. filed July 17, 2000
                       (incorporated by reference to the Proxy Statement for the
                       July 13, 2000 Annual Meeting, filed June 12, 2000)

      31.1             Rule 13a-14(a) Certification of Chief Executive Officer

      31.2             Rule 13a-14(a) Certification of Chief Financial Officer

      32.              18 U.S.C. Section 1350 Certifications

      99.1             Press release dated November 10, 2005

                                       18
<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 - November 10, 2005                   Intelli-Check, Inc.
                                           (Registrant)


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


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


                                       19
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>2
<FILENAME>v028870_ex31-1.txt
<TEXT>
                                                                    Exhibit 31.1

                                  Certification
                 Pursuant to Rule 13a-14(a) of the Exchange Act

      I, Frank Mandelbaum, certify that:

1. I have reviewed this Form 10-Q of Intelli-Check, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

            (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant is made known to us
by others within those entities, particularly during the period in which this
report is being prepared;

            (b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

            (c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent function):

            (a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

            (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date:    November 10, 2005


                                           /s/     Frank Mandelbaum
                                           --------------------------------
                                           Name:    Frank Mandelbaum
                                           Title:   Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>3
<FILENAME>v028870_ex31-2.txt
<TEXT>
                                                                    Exhibit 31.2

                                  Certification
                 Pursuant to Rule 13a-14(a) of the Exchange Act

      I, Edwin Winiarz, certify that:

1. I have reviewed this Form 10-Q of Intelli-Check, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:

            (a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant is made known to us
by others within those entities, particularly during the period in which this
report is being prepared;

            (b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and

            (c) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting.

5. The registrant's other certifying officer and I have disclosed, based on our
most recent evaluation of internal control over financial reporting, to the
registrant's auditors and the audit committee of registrant's board of directors
(or persons performing the equivalent function):

            (a) All significant deficiencies and material weaknesses in the
design or operation of internal controls over financial reporting which are
reasonably likely to adversely affect the registrant's ability to record,
process, summarize and report financial information; and

            (b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal control
over financial reporting.

Date:    November 10, 2005



                                           /s/  Edwin Winiarz
                                           --------------------------------
                                           Name:   Edwin Winiarz
                                           Title:  Chief Financial Officer


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32
<SEQUENCE>4
<FILENAME>v028870_ex32.txt
<TEXT>

                                                                      Exhibit 32

                                  Certification
                       Pursuant to 18 U.S.C. Section 1350

      Pursuant to U.S.C. Section 1350 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States
Code), each of the undersigned officers of Intelli-Check, Inc. (the "Company"),
does hereby certify, to such officer's knowledge, that:

      The Quarterly Report on Form 10-Q for the quarter ended September 30, 2005
of the Company fully complies with the requirements of Section 13(a) or 15(d) of
the Securities Exchange Act of 1934 and information contained in the Form 10-Q
fairly presents, in all material respects, the financial condition and results
of operations of the Company.

Dated:   November 10, 2005                 /s/ Frank Mandelbaum
                                           --------------------------------
                                           Name:    Frank Mandelbaum
                                           Title:   Chief Executive Officer



Dated:   November 10, 2005                 /s/ Edwin Winiarz
                                           --------------------------------
                                           Name:    Edwin Winiarz
                                           Title:   Chief Financial Officer

      The foregoing certification is being furnished solely pursuant to Section
906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code) and is not being filed as part of
the Form 10-Q or as a separate disclosure document.

      A signed original of this written statement required by Section 906, or
other document authenticating, acknowledging or otherwise adopting the signature
that appears in typed form within the electronic version of this written
statement required by Section 906, has been provided to Intelli-Check, Inc. and
will be retained by Intelli-Check, Inc. and furnished to the Securities and
Exchange Commission or its staff upon request.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>5
<FILENAME>v028870_ex99-1.txt
<TEXT>
                                                                    Exhibit 99.1

FOR IMMEDIATE RELEASE
CONTACTS:

Frank Mandelbaum, CEO                    Stephen D. Axelrod, CFA
INTELLI-CHECK, INC.                      WOLFE AXELROD WEINBERGER ASSOC. LLC
Tel. (516) 992-1900                      Tel. (212) 370-4500  Fax (212) 370-4505

                                         Anthony Loumidis
                                         ALEXANDROS PARTNERS
                                         Tel. (781) 622-1117


          INTELLI-CHECK ANNOUNCES THIRD QUARTER 2005 FINANCIAL RESULTS

                    - COMPANY ACHIEVES STRONG REVENUE GAINS,
                  CONTINUED IMPROVEMENT IN OPERATING RESULTS -

WOODBURY, NY - NOVEMBER 10, 2005 -- INTELLI-CHECK, INC. (AMEX: IDN) today
announced financial results for the third quarter and nine months ended
September 30, 2005.

Revenues increased 85% to $430,083 for the third quarter ended September 30,
2005, up from $232,661 for the same period in 2005. Sales bookings, which
represent shipments of products and contracted services, increased 113% to
$486,330 in the 2005 period, up from $228,152 in the third quarter of 2004.
Revenues and sales bookings increases are due to Intelli-Check's success in
penetrating certain key target markets. The net loss attributable to
shareholders decreased significantly to $765,312, or ($0.07) per share, in the
third quarter ended September 30, 2005, down from $1,795,557, or ($0.17) per
share, in the prior year. Basic and diluted weighted average shares outstanding
used in computing per-share amounts were 11,473,588 in the third quarter ended
September 30, 2005 and 10,276,066 in the prior year. At September 30, 2005, the
Company's balance sheet included $6,690,709 in cash, cash equivalents and
short-term marketable securities and other investments.

Revenues increased 118% to $1,723,882 for the nine months ended September 30
2005, up from $790,821 for the same period in 2004. Sales bookings, which
represent shipments of products and contracted services, increased 144% to
$2,003,719 in the 2005 period, up from $822,014 in the third quarter of 2004.
The increase in both revenues and bookings for the 2005 quarter were largely a
result of a substantial order from a significant retailer during the second
quarter of 2005. Net loss attributable to shareholders for the nine months ended
September 30, 2005 decreased significantly to $2,714,302, or ($0.25) per share,
down from $5,764,677, or ($0.57) per share, in the prior year. Basic and diluted
weighted average shares outstanding used in computing per-share amounts were
10,908,623 in the nine months ended September 30, 2005 and 10,202,879 in the
prior year.

                                                                        - MORE -

<PAGE>


"Intelli-Check continues to make significant progress as demonstrated by the
dramatic improvement in revenues, bookings and operating results," Mr. Frank
Mandelbaum, Intelli-Check's Chairman and CEO stated.

"After considerable time and effort, our ID-verification technology is receiving
recognition not only for the ability to help prevent economic losses from fraud,
but also as a productivity tool. This recognition is leading to an increasing
book of business and growing pipeline of opportunities. The successes of the
third quarter are continuing in the present quarter as we have already reported
two key developments for the Company. First, we announced a new Partnering
Agreement with Anteon International Corporation (NYSE:ANT), a key U.S.
government contractor that will be providing a solution for the Federal
Information Processing Standard (FIPS) 201 requirement for a new identification
card that will be interoperable between government agencies. We are proud that
our technology was chosen as an important component of Anteon's solution."

"Secondly, we also announced a software license agreement with the Financial
Services division of a Fortune 25 company to integrate Intelli-Check's
ID-verification software technology into this company's platform for a number of
applications for its retail customers. Fees for the license will be
transaction-based with, in some cases, additional hardware sales to this
company."

"We continue to focus on establishing relationships with industry leaders who
provide enterprise-wide productivity and security solutions to their customers.
Establishing business relationships with these leaders is a long process, but
once established, their vast resources and strong market position, can result in
substantial benefits to Intelli-Check. Our products have been vetted by our
customers and validated by both our patent position and the fact that these
various industry leaders have signed licensing agreements with us for the
utilization of our technology. The net raise during the third quarter of
approximately $4.4 has significantly strengthened our balance sheet so that
Intelli-Check has not only the intellectual resources but also the cash
resources to stay the course. We are pleased with our progress to date and
anticipate that we shall be able to report continued progress going forward."

The Company will host a conference call for shareholders and members of the
investment community to discuss its financial results and corporate initiatives
on Friday, November 11, 2005, at 9:00 am (EST). Interested parties may
participate in the call by dialing 877-236-1078 approximately 10 minutes before
the call is scheduled to begin. International callers should dial 213-408-0663.
For anyone who is unable to participate in the live conference, access to a
recording will be available for 72 hours after the call. The rebroadcast can be
accessed domestically by dialing 888-203-1112. For international callers, the
dial-in is 719-457-0820. The passcode is 4561350.

                                                                        - MORE -


<PAGE>



                       CONDENSED STATEMENTS OF OPERATIONS
        FOR THREE MONTHS & NINE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
                                   (Unaudited)

<TABLE>
<CAPTION>
                                              Three Months Ended              Nine Months Ended
                                                 September 30,                   September 30,
                                             2005            2004            2005            2004
                                         ------------    ------------    ------------    ------------
<S>                                      <C>             <C>             <C>             <C>
REVENUE                                  $    430,083    $    232,661    $  1,723,882    $    790,821
       Net loss                              (765,312)     (1,668,884)     (2,516,758)     (5,386,630)
       Net loss attributable to
         common shareholders                 (765,312)     (1,795,557)     (2,714,302)     (5,764,677)

PER SHARE INFORMATION
       Net loss per common share -
       Basic and diluted                 $      (0.07)   $      (0.17)   $      (0.25)   $      (0.57)
                                         ============    ============    ============    ============
Weighted average common shares used in
    computing per share amounts -
       Basic and diluted                   11,473,588      10,276,066      10,908,623      10,202,879
                                         ============    ============    ============    ============
</TABLE>

About Intelli-Check, Inc.

      o     INTELLI-CHECK, INC. is the acknowledged leader in technology that
            assures the authenticity of driver licenses, state issued non-driver
            and military identification cards used as proof of identity. Our
            patented ID-CHECK technology instantly reads, analyzes, and verifies
            the encoded data in magnetic stripes and barcodes on
            government-issue IDs from approximately 60 jurisdictions in the U.S.
            and Canada to determine if the content and format is valid.
            Applications include:

      o     security and access control to protect airports, government and
            commercial buildings, military installations and other critical
            sites as well as for first responder initiatives o identity theft,
            commercial and government fraud prevention to help stem the billions
            of dollars each year in losses from credit card, check-cashing,
            bank, insurance, healthcare, pharmacy and other economic frauds

      o     age verification to protect bars and other retail establishments
            from the potential fines and penalties associated with selling
            age-restricted products to under-age purchasers

      o     productivity enhancement to eliminate inefficiencies and
            inaccuracies associated with manual data entry

The company has been the national testing laboratory for the American
Association of Motor Vehicle Administrators (AAMVA) since 1999 and has access to
all the currently encoded driver license formats. For more information, please
visit www.intellicheck.com.

Intelli-Check Safe Harbor Statement

Certain statements in this press release constitute forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995, as
amended. When used in this press release, words such as "will," "believe,"
"expect", "anticipate", "encouraged" and similar expressions, as they relate to
the company or its management, as well as assumptions made by and information
currently available to the company's management identify forward-looking
statements. Our actual results may differ materially from the information
presented here. There is no assurance that the use of ID-CHECK technology by our
potential customers and partners, or government efforts to enhance security or
curtail the sale of age-restricted products to underage buyers will lead to
additional sales of ID-CHECK technology. Additional information concerning
forward looking statements is contained under the heading of risk factors listed
from time to time in the company's filings with the Securities and Exchange
Commission. We do not assume any obligation to update the forward-looking
information.

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