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Proc-Type: 2001,MIC-CLEAR
Originator-Name: webmaster@www.sec.gov
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MIC-Info: RSA-MD5,RSA,
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 InxiiEOLqjTNmH1OW/7k2g==

<SEC-DOCUMENT>0000912057-02-032954.txt : 20020820
<SEC-HEADER>0000912057-02-032954.hdr.sgml : 20020820
<ACCEPTANCE-DATETIME>20020820162849
ACCESSION NUMBER:		0000912057-02-032954
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20020820
ITEM INFORMATION:		Other events
FILED AS OF DATE:		20020820

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INTRUSION INC
		CENTRAL INDEX KEY:			0000736012
		STANDARD INDUSTRIAL CLASSIFICATION:	COMPUTER COMMUNICATIONS EQUIPMENT [3576]
		IRS NUMBER:				751911917
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-20191
		FILM NUMBER:		02743945

	BUSINESS ADDRESS:	
		STREET 1:		1101 ARAPAHO ROAD
		CITY:			RICHARDSON
		STATE:			TX
		ZIP:			75081
		BUSINESS PHONE:		9722346400

	MAIL ADDRESS:	
		STREET 1:		1101 ARAPAHO ROAD
		CITY:			RICHARDSON
		STATE:			TX
		ZIP:			75081

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	ODS NETWORKS INC
		DATE OF NAME CHANGE:	19970507

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	OPTICAL DATA SYSTEMS INC
		DATE OF NAME CHANGE:	19950517

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	INTRUSION COM INC
		DATE OF NAME CHANGE:	20000601
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a2087779z8-k.txt
<DESCRIPTION>8K
<TEXT>
<Page>








                       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 OF 1934



Date of Report (Date of earliest event reported):          August 20, 2002
                                                   -----------------------------


                               INTRUSION INC.
- --------------------------------------------------------------------------------
          (Exact Name of Registrant as Specified in Its Charter)


        Delaware                     000-20191              75-1911917
- --------------------------------------------------------------------------------
(State of Other Jurisdiction        (Commission            (IRS Employer
     of Incorporation)              File Number)         Identification No.)



    1101 East Arapaho Road, Richardson, Texas                  75081
- --------------------------------------------------------------------------------
     (Address of Principal Executive Offices)                (Zip Code)


                                  (972) 234-6400
- --------------------------------------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                  NOT APPLICABLE
- --------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<Page>

ITEM 5. OTHER EVENTS.

         On August 20, 2002, Intrusion Inc. issued a press release announcing
that it had received notification from The Nasdaq Stock Market, Inc.
indicating that the Company failed to comply with the minimum bid price
requirement for continued listing set forth in Marketplace Rule 4450(a)(5),
and that its securities are, therefore, subject to future proceedings
regarding delisting from the Nasdaq National Market.  A copy of such press
release is attached hereto as Exhibit 99.1.

<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.



                                            INTRUSION INC.



Dated: August 20, 2002                      By: /s/ Michael Paxton
                                               ---------------------------------
                                                    Michael Paxton
                                                    Chief Financial Officer

<Page>

                                 EXHIBIT INDEX




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

99.1                Text of press release of the registrant, dated August 20,
                    2002, announcing that it had received notification from
                    The Nasdaq Stock Market, Inc. indicating that the Company
                    failed to comply with the minimum bid price requirement
                    for continued listing set forth in Marketplace Rule
                    4450(a)(5), and that its securities are, therefore,
                    subject to future proceedings regarding delisting from the
                    Nasdaq National Market.

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a2087779zex-99_1.txt
<DESCRIPTION>EXHIBIT 99.1
<TEXT>
<Page>


NEWS RELEASE                                                       [LOGO]

                                                                  Intrusion Inc.
                                                              1101 E. Arapaho Rd
                                                            Richardson, TX 75081

                                                                972-234-6400 tel
                                                                972-664-8036 fax
                                                               www.intrusion.com





                     INTRUSION INC. RECEIVES DELISTING NOTICE


RICHARDSON, Texas--(BUSINESS WIRE)--Aug. 20, 2002-Intrusion Inc. (Nasdaq:INTZ),
("Intrusion" or the "Company"), today announced that it has received
notification from the NASDAQ Stock Market, Inc. indicating that the Company
failed to comply with the minimum bid price requirements for continued listing
set forth in Marketplace Rule 4450(a)(5), and that its securities are,
therefore, subject to delisting from The Nasdaq National Market.  The letter
states that the Company will have until November 11, 2002 to regain
compliance.  If the bid price of the Company's common stock closes at $1.00
per share or more for a minimum of 10 consecutive trading days prior to
November 11, 2002, the Nasdaq staff will provide written notification that the
Company is in compliance.

If the Company is unable to regain compliance prior to November 11, 2002, it
may apply for listing on The Nasdaq SmallCap Market, which, if approved, makes
available a 180 calendar day SmallCap Market grace period, or until February
10, 2003 to regain compliance.  The Company will also then be eligible for an
additional 180 calendar day grace period, or until August 7, 2003 to
demonstrate compliance provided that it meets additional Nasdaq listing
criteria for the SmallCap Market.  Furthermore, the Company may be eligible to
transfer back to The Nasdaq National Market if, by August 7, 2003, its bid
price maintains the $1.00 per share requirement for 30 consecutive trading
days and it has maintained compliance with all other continued listing
requirements.

ABOUT INTRUSION INC.

Intrusion Inc. is a leading global provider of enterprise security solutions
for the information-driven economy.  Intrusion's suite of security products
help businesses protect critical information assets by quickly detecting,
analyzing and responding to network- and host-based attacks.  The Company's
products include intrusion detection and vulnerability assessment systems, and
modular, scalable security appliances for Check Point Software Technologies'
market-leading VPN-1(R)/FireWall-1(R).  For more information, please visit
WWW.INTRUSION.COM.



                                      ###

<Page>

INTRUSION - Delisting Notice         Page 2 of 2

This release, other than historical information, may include forward-looking
statements regarding future events or the future financial performance of the
Company.  These statements are made under the "safe harbor" provisions of the
Private Securities Litigation Reform Act of 1955 and involve risks and
uncertainties which could cause actual results to differ materially from those
in the forward-looking statements, including but not limited to the following:
the difficulties in forecasting future sales caused by current economic and
market conditions, the effect of military actions on government and corporate
spending on information security products, the impact of our cost reduction
programs, the difficulties and uncertainties in successfully developing and
introducing new products, our ability to continue to meet operating expenses
through current cash flow or additional financings, the continuance and
strength of our relationship with Check Point, the highly competitive market
for the Company's products, difficulties in accurately estimating market
growth, the consolidation of the information security industry, the impact of
changing economic conditions, business conditions in the information security
industry, our ability to maintain our listing of publicly traded securities on
Nasdaq or The Nasdaq National Market, our ability to manage acquisitions
effectively, our ability to manage discontinued operations effectively, the
impact of market peers and their products as well as risks concerning future
technology and others identified in the Company's Annual Report on Form 10-K
and other Securities and Exchange Commission filings.  These filings can be
obtained by contacting Intrusion Investor Relations.



CONTACT

Intrusion Inc.
Michael Paxton, 972/301-3658
mpaxton@intrusion.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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