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<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934

         Date of Report (Date of earliest event reported): May 13, 2005

                               Intelli-Check, Inc.
               (Exact Name of Registrant as Specified in Charter)

          Delaware                     001-15465                 11-3234779
----------------------------    ------------------------     -------------------
(State or Other Jurisdiction    (Commission File Number)        (IRS Employer
      of Incorporation)                                      Identification No.)

  246 Crossways Park West, Woodbury, NY                             11797
--------------------------------------------------------     -------------------
(Address of Principal Executive Offices)                          (Zip Code)


Registrant's telephone number, including area code:              516-992-1900
                                                             -------------------

          -------------------------------------------------------------
          (Former Name or Former Address, is Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of registrant under any of the
following provisions:

[_]   Written communications pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

[_]   Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
      CFR 240.14a-12(b))

[_]   Pre-commencement communications pursuant to Rule 14d-2(b) under the
      Exchange Act (17 CFR 240.14d-2(b))

[_]   Pre-commencement communications pursuant to Rule 13e-4(c) under the
      Exchange Act (17 CFR 240.13e-4(c))


                                       1
<PAGE>

Item 2.02.  Results of Operations and Financial Condition

      On May 13, 2005 Intelli-Check, Inc. (the "Company") issued a press release
containing certain financial results for its first quarter ended March 31, 2005.
A copy of the Company's earnings press release is furnished as Exhibit 99.1 to
this Current Report on Form 8-K.

      The information in this Report, including the exhibit, shall not be deemed
to be "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that Section. It
shall not be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, except as shall be expressly set forth by specific
reference in such a filing.

Item 9.01.  Financial Statements and Exhibits.

(c)   Exhibits

Exhibit     Description
---------   --------------------------------------------------------------------

99.1        Press Release dated May 13, 2005


                                       2
<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 hereunto duly authorized.

                                 INTELLI-CHECK, INC.

                                 By: /s/ Frank Mandelbaum
                                     -------------------------------------------
                                     Name:  Frank Mandelbaum
                                     Title: Chairman and Chief Executive Officer

Dated: May 17, 2005


                                       3
<PAGE>

                                  Exhibit Index


Exhibit     Description
---------   --------------------------------------------------------------------

99.1        Press Release dated May 13, 2005


                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v018721_99-1.txt
<TEXT>

                                                                    Exhibit 99.1

[LOGO OF INTELLI-CHECK, INC.]

FOR IMMEDIATE RELEASE

Intelli-Check Contact: Frank Mandelbaum, 516-992-1900
Investor Contact:  Anthony Loumidis, Alexandros Partners, 781-622-1117
                   John Baldissera, BPC Financial Marketing, 800-368-1217
Media Contact: Caroline Grossman, 781-771-5579

          Intelli-Check Announces First Quarter 2005 Financial Results

WOODBURY, New York (May 13, 2005) - Intelli-Check, Inc. (AMEX:IDN), a leader in
advanced identification-document verification systems, today announced financial
results for the first quarter ended March 31, 2005.

Revenues for the first three months of 2005 remained relatively unchanged at
$296,832 compared to $298,259 for the same period in 2004. However, the company
reported a 27.5 percent increase year over year in sales bookings, which
represents shipments of products and contracted services, to $350,179 in 2005,
from $274,571 in 2004. Net loss increased to $1,569,603, or $.17 per share in Q1
2005, from $1,075,465, or $.12 per share in Q1 2004. The net loss in 2005
included $246,400 in non-cash expenses. In 2004, the net loss included $55,000
of non-cash expenses.. Contributing to the loss in 2005 was an increase in legal
fees of approximately $525,000, primarily as a result of patent-infringement
litigation. Basic and diluted weighted average shares outstanding used in
computing per-share amounts were 10,467,186 in the 2005 quarter and 10,153,158
in the 2004 quarter. At quarter-end of 2005, the company had on its balance
sheet $3,508,428 in cash, cash equivalents and short-term marketable securities
and other investments. Additionally, during this period, as a result of the
conversion of the redeemable convertible preferred stock held by Gryphon Master
Fund L.P. into common stock, and after taking into account the loss reported for
the period, stockholders' equity increased by $1,462,675 to $2,330,999 from
year-end 2004.

"We believe that the first quarter, with its continuing increase in bookings,
marks a turning point for the company," said Frank Mandelbaum, chairman and
chief executive officer. "We believe that the market and political climate have
shifted in our favor, and we are prepared to react to opportunities with our
strong portfolio of products that address the markets' changing needs. We
believe the demand for our point-of-sale solution is growing because we have
demonstrated in head-to-head comparisons that our technology not only provides
increased security against identify theft, check, credit card and other economic
frauds, but also offers significant productivity enhancements to users. In
addition, since some 90 percent of all driver licenses now contain encoded and
verifiable information, it makes our systems much more attractive, allowing
utilization on a national level. On the political side, the passage of the Real
ID Act as an amendment to the Iraq funding bill, which is now awaiting
Presidential signature, will ensure that the driver license continues to be the
single most-important document used for identification purposes. The act
stipulates what information must be encoded on the license, but it does not
stipulate the encoding format. We believe this will make our patented parsing
technology all-the-more valuable. Intelli-Check's technology is, to our
knowledge, the only available one that can verify the approximately 160 encoding
formats on licenses from approximately 60 jurisdictions in the U.S. and Canada."

Mr. Mandelbaum continued, "I would also like to take this opportunity to thank
retiring board member Evelyn Berezin for her dedicated service to the company
and its shareholders, a position she has held since 1999. The governance and
nominating committee of the board has nominated Guy L. Smith for election to
this open board seat at our annual stockholder's meeting. He currently holds the
position of executive vice president of Diageo North America - the world's
leading premium drinks company. He is a leading figure in both the corporate
world and public service, and we are honored that he has agreed to stand for
election.


                                       1
<PAGE>

Mr. Smith manages public, government, and corporate relations for Diageo. He
oversees all communications, public affairs, marketing public relations and
corporate responsibility programs for the company and sits on the company's
North American Executive Committee. He is also responsible for the company's
undertakings to reduce under-age access and abuse of alcoholic beverages. Prior
to joining Diageo he served on the White House staff as a Special Advisor to
President Clinton.

The company will host a conference call for shareholders and members of the
investment community to discuss its financial results and corporate initiatives
on Monday, May 16th at 9:00 am (EDT). 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 888-567-0671. For international callers, the dial-in is
402-530-0413.

                       Condensed Statements of Operations
           for Three Months Ended March 31, 2005 and 2004 (Unaudited)

<TABLE>
<CAPTION>
                                                                   -------------  -----------
                                                                     Q1 2005      Q1 2004
------------------------------------------------------------------ -------------  -----------
<S>                                                                <C>            <C>
Revenues                                                           $     296,832  $   298,259
------------------------------------------------------------------ -------------  -----------
Net Loss                                                           $  (1,569,603) $(1,075,465)
------------------------------------------------------------------ -------------  -----------
Net Loss Per Common Share - Basic and Diluted                      $       (0.17) $     (0.12)
------------------------------------------------------------------ -------------  -----------
Weighted Average Common Shares Used in Computing Per-Share
Amounts - Basic and Diluted                                           10,467,186   10,153,158
------------------------------------------------------------------ -------------  -----------
</TABLE>

About Intelli-Check, Inc.

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

o     identity theft, commercial and government fraud prevention to help stem
      the millions of dollars each year in losses from credit card,
      check-cashing, bank, insurance, healthcare and pharmacy fraud

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

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", "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 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.


                                       2
</TEXT>
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