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                                  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): June 8, 2005

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


            Delaware                     001-15465                11-3234779
-------------------------------  ------------------------    -------------------
(State or Other Jurisdiction of  (Commission File Number)       (IRS Employer
         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))

<PAGE>

ITEM 2.02.        RESULTS OF OPERATIONS AND FINANCIAL CONDITION

         On June 8, 2005 Intelli-Check, Inc. (the "Company") issued a press
release announcing a new license agreement for its software technology. The
Company also announced that, based on sales booked prior to June 8, 2005, the
Company expected to report record bookings that would exceed $1,000,000 for the
quarter ended June 30, 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 June 8, 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: June 8, 2005


                                       3
<PAGE>

                                  EXHIBIT INDEX


EXHIBIT             DESCRIPTION
--------------      ------------------------------------------------------------

99.1                Press Release dated June 8, 2005

</TEXT>
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<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>2
<FILENAME>v19931_ex99-1.txt
<TEXT>

                                                                    EXHIBIT 99.1


[INTELLI-CHECK LOGO]


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 ORDER FROM SIGNIFICANT RETAIL CUSTOMER
          COMPANY EXPECTS TO REPORT RECORD BOOKINGS FOR SECOND QUARTER

WOODBURY, New York (June 8, 2005) - Intelli-Check, Inc. (AMEX:IDN), a leader in
advanced identification-document verification systems, today announced that a
significant retail customer has licensed Intelli-Check's software technology.
Under the terms of the agreement, Intelli-Check is precluded from disclosing the
retailer's name and the specific details. Additionally, as a result of the sales
booked to date, Intelli-Check expects to report record bookings exceeding
$1,000,000 for the quarter ended June 30, 2005.


"This order is proof that our patience and fortitude together with our
proprietary technology is beginning to result in increasing sales for the
company. We are particularly pleased as it comes on the heels of another
significant accomplishment - our Frost & Sullivan 2005 Technology Leadership
Award," said Frank Mandelbaum, chairman and chief executive officer. " 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."


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

<PAGE>

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.

</TEXT>
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