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,  2002

                                       OR

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

        For  the  transition  period  from               to

                          Commission File No. 001-15465

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

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

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

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

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

     Yes   X          No
         -----           -----

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


          Class                           Outstanding  at  September  30,  2002
          -----                           -------------------------------------

Common  Stock,  $.001  par  value                         8,792,728





                               Intelli-Check, Inc.

                                      INDEX







                                                                                            

Part  I                Financial  Information                                                     Page
                                                                                                 ------

          Item  1. Financial  Statements

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

                   Statements  of  Operations  for  the  three  and  nine  months  ended
                   September  30,  2002  (Unaudited)  and  September  30,  2001  (Unaudited)        2

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

                   Notes  to  Financial  Statements                                               4-6

          Item 2.  Management's Discussion and Analysis of Financial Condition and
                   Results  of  Operations                                                       7-12

          Item  3. Quantitative  and  Qualitative  Disclosures  About Market Risk                  12

          Item  4. Controls  and  Procedures                                                    12-13


Part  II               Other  Information

          Item  1. Legal  Proceedings                                                              13

          Item  4. Submission  of  Matters  to  a  Vote  of  Security  Holders                     13

          Item  6. Exhibits  and  Reports  on  Form  8-K                                           13

                   Signatures                                                                      14

                   CFO  Certification  Pursuant  to  Section  302  of  the  Sarbanes-Oxley
                   Act  of  2002                                                                   15

                   CEO  Certification  Pursuant  to  Section  302  of  the  Sarbanes-Oxley
                   Act  of  2002                                                                   16





                               Intelli-Check, Inc.

                                 Balance Sheets




                                                                     
                                     ASSETS
                                                             September 30,   December 31,
                                                                 2002            2001
                                                                 ----            ----
                                                             (Unaudited)
CURRENT  ASSETS:
 Cash and cash equivalents                                   $  2,501,684   $  4,061,235
 Accounts receivable                                              103,840         25,536
 Inventory                                                      1,909,880      2,168,688
 Other current assets                                             835,301        370,880
                                                            -------------  -------------
     Total current assets                                       5,350,705      6,626,339

CERTIFICATE OF DEPOSIT                                            272,276        268,494

PROPERTY AND EQUIPMENT, net                                       361,126        466,576

ACQUIRED SOFTWARE, net                                            265,556        426,806

GOODWILL                                                          181,447        181,447

PATENT COSTS, net                                                 267,518        289,425

OTHER INTANGIBLES, net                                            103,507        164,132
                                                            -------------  -------------
     Total assets                                            $  6,802,135    $ 8,423,219
                                                            =============  =============
                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
 Accounts payable                                            $    338,953   $    254,171
 Accrued expenses                                                 736,533        842,501
 Current portion of deferred revenue                              372,972        200,953
 Current portion of capital lease obligations                      23,286         25,421
                                                            -------------  -------------
     Total current liabilities                                  1,471,744      1,323,046
                                                            -------------  -------------

CAPITAL LEASE OBLIGATIONS                                           2,860         17,317
                                                            -------------  -------------

DEFERRED REVENUE                                                   75,441         53,324
                                                            -------------  -------------
     Total liabilities                                          1,550,045      1,393,687
                                                            -------------  -------------

STOCKHOLDERS' EQUITY:
Series A Convertible Preferred Stock - $.01 par value;
250,000 shares authorized; 0 shares issued and outstanding             -              -
Common stock-$.001 par value; 20,000,000 shares
authorized; 8,792,728 and 8,470,762 shares issued and
outstanding, respectively                                          8,792          8,470
Additional paid-in capital                                    21,563,434     19,331,004
Deferred compensation                                           (219,014)      (189,000)
Accumulated deficit                                          (16,101,122)   (12,120,942)
                                                            -------------  -------------
     Total stockholders' equity                                5,252,090      7,029,532
                                                            -------------  -------------
     Total liabilities and stockholders' equity             $  6,802,135   $  8,423,219
                                                            =============  =============


See accompanying notes to financial statements

                                                                              1





                               Intelli-Check, Inc.

                            Statements of Operations
                                   (Unaudited)





                                          Three Months Ended               Nine Months Ended
                                    Sept. 30, 2002  Sept. 30, 2001   Sept. 30, 2002  Sept. 30, 2001
                                    --------------  --------------  --------------- ----------------

                                                                       
REVENUE                             $      231,819  $      280,266  $       773,553  $      755,113
COST OF REVENUE                            105,630         154,437          352,342         413,696
                                    --------------  --------------  ---------------  ---------------
Gross profit                               126,189         125,829          421,211         341,417
                                    --------------  --------------  ---------------  ---------------
OPERATING EXPENSES
    Selling                                314,573         156,707        1,190,850         531,560
    General and administrative             760,486         617,698        2,675,750       1,694,412
    Research and development               285,578         288,049          911,073         902,857
                                    --------------  --------------  ---------------  ---------------
        Total operating expenses         1,360,637       1,062,454        4,777,673       3,128,829
                                    --------------  --------------  ---------------  ---------------

            Loss from operations        (1,234,448)       (936,625)      (4,356,462)     (2,787,412)
                                    --------------- --------------- ---------------- ---------------
OTHER INCOME (EXPENSES):
    Interest income                         11,688          25,280           43,943         121,062
    Interest expense                        (1,134)         (1,774)          (4,004)         (8,337)
    Other income                                 -               -           336,344               -
                                    --------------  --------------  ---------------- ---------------
                                            10,554          23,506          376,283         112,725

                  Net loss          $   (1,223,894) $     (913,119) $   ($3,980,179) $   (2,674,687)
                                    ===============  ============== ================ ===============

PER SHARE INFORMATION:

Net loss                            $   (1,223,894) $     (913,119) $    (3,980,179) $   (2,674,687)
Dividend on warrant modification                 -         (55,000)               -        (140,000)
                                    --------------  --------------  ---------------- ---------------
Net loss attributable to common
  shareholders                      $   (1,223,894) $     (968,119) $    (3,980,179) $   (2,814,687)
                                    =============== =============== ================ ===============
Net loss per common share
  Basic and diluted                 $         (.14) $        (0.12) $         (0.46) $        (0.36)

Common shares used in
  computing per share amounts
  Basic and diluted                   8,791,488       7,863,382        8,640,541       7,820,442




See accompanying notes to financial statements

                                                                              2




                               Intelli-Check, Inc.

                            Statements of Cash Flows
                                   (Unaudited)



                                                                           
                                                           Nine months ended     Nine months ended
                                                          September 30, 2002     September 30, 2001
                                                            ---------------       ---------------

CASH FLOWS FROM OPERATING ACTIVITIES:
      Net loss                                                $(3,980,179)           $(2,674,687)
      Adjustments to reconcile net loss to cash used
           In operating activities:
           Depreciation and amortization                          339,305                 86,542
           Amortization of deferred compensation                  683,566                      -
           Stock options issued for services                            -                    842
           Changes in assets and liabilities-
           (Increase) in certificate of deposit                    (3,782)               (16,456)
           (Increase) in accounts receivable                      (78,304)               (47,084)
           Decrease in inventory                                  258,808                196,112
           Decrease (Increase) in other current assets           (464,421)               169,090
           Increase in accounts payable and accrued expenses       23,927                222,764
           (Decrease) Increase in deferred revenue                194,136               (300,227)
                                                          ----------------       ----------------
    Net cash used in operating activities                      (3,026,944)            (2,363,104)
                                                          ----------------       ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                               (35,187)               (47,594)

    Net cash used in investing activities                         (35,187)               (47,594)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net proceeds from issuance of common stock                      1,589,226                660,375
Purchase of treasury stock                                        (70,054)               (52,600)
Repayment of capital lease obligation                             (16,592)               (37,299)
                                                          ----------------       ----------------
    Net cash provided by financing activities                   1,502,580                570,476
                                                          ----------------       ----------------
    Net (decrease) in cash                                     (1,559,551)            (1,840,222)

CASH AND CASH EQUIVALENTS, beginning of period                  4,061,235              4,091,689
                                                          ----------------       ----------------
CASH AND CASH EQUIVALENTS, end of period                      $ 2,501,684            $ 2,251,467
                                                          ================       ================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
      Cash paid during the period for interest                $     4,004            $     8,337
                                                          ================       ================


See accompanying notes to financial statements

                                                                              3



                               Intelli-Check, Inc.

                          Notes to Financial Statements

                                   (Unaudited)

Note  1.     Significant  Accounting  Policies

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

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

          During  the third quarter, the Company recognized sales from licensing
of  its patented software to customers. The Company's licensed software requires
continuing  service  or  post  contract  customer support and performance by the
Company,  and accordingly a portion of the revenue is deferred based on its fair
value  and  recognized  ratably  over  the  period  in which the future service,
support  and  performance  are  provided,  which  is  generally  one  year.

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

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

                                                                              4




          In  July  2002,  the  FASB  issued SFAS No. 146, "Accounting for Costs
Associated  with  Exit or Disposal Activities, ("SFAS 146")."  SFAS 146 requires
companies  to  recognize  costs associated with exit or disposal activities when
they  are  incurred rather than at the date of commitment to an exit or disposal
plan.  SFAS  146  will  be applied to exit or disposal activities after December
31,  2002  and  is  not  expected  to  have  a  material effect on the Company's
financial  position  or  results  of  operations.

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

Liquidity
     The  Company anticipates that its current available cash resources combined
with the expected revenues from the sale of the units in inventory and licensing
of its technology will be sufficient to meet its anticipated working capital and
capital  expenditure  requirements  for at least the next twelve months.  Should
sales  of  its  products  fall below expectations during the next 12 months, the
Company  would be required to raise capital to fund its operations.  The Company
is currently working with its investment bankers to secure additional capital in
the event that sales are insufficient to meet its working capital needs.  Should
the  Company  need to raise capital, there can be no assurances that it would be
successful.  These  requirements  are  expected  to  include  the  purchase  of
additional  inventory  to  run its patented software, product development, sales
and  marketing,  working  capital  requirements  and  other  general  corporate
purposes.  The  impact on the Company could be adverse if it is not able to ship
products  as  projected  or raise capital as discussed above.   In addition, 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
our  operating  infrastructure,  respond  to  competitive  pressures, or acquire
complementary  businesses  or  necessary  technologies.

Note  2.     Net  Loss  Per  Common  Share

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

     The  following  table  summarizes  the  equivalent  number of common shares
assuming  the  related securities that were outstanding as of September 30, 2002
and  2001  had  been  exercised:

                                        2002         2001
                                       -----         ----

Stock  options                        893,000      1,559,809
Warrants                               16,250        218,475
                                  -----------     ----------
  Total  dilutive securities          909,250      1,778,284
                                  ===========     ==========

Note  3.     Distributor  Agreement  Termination

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

Note  4.     Supplier  Agreement

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


                                                                              5




     In  addition,  the manufacturer of the Company's ID-Check unit has notified
the  Company  that effective July 9, 2003, it will terminate the Development and
Supply  agreement dated July 9, 1999 due to the discontinuation of manufacturing
the  IDC-1400  model,  but will fulfill its obligation remaining with respect to
the  outstanding purchase order.   The Company is in the process of evaluating a
more  technologically  advanced  platform  to  run  its  patented  software.

Note  5.     Compensation  Agreements

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

          During the period ended March 31, 2002, the Company granted options to
purchase 135,000 shares of common stock at $12.10 per share to consultants under
various  agreements.  The  fair market value of each option was estimated on the
date  of  grant  using  the  Black-Scholes  option pricing model and it is being
re-measured  each reporting period throughout the date the services are provided
under the agreement.  Accordingly, the Company originally recorded $1,333,000 as
deferred compensation for these services during the period ended March 31, 2002.
As  of  June  30,  2002,  the  value  recorded  for these options was reduced to
$713,582  as  a  result of the decline in the fair market value of such options.
As  of  September  30,  2002, the fair market value of such options remained the
same.  Total amortization for the nine months ended September 30, 2002 for these
options  amounted  to  $505,474.

Note  6.     Investment  Banking  Relationship

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

Note  7.  Legal  Matters

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

     On  July  26,  2002,  the  Company  filed  a  motion to dismiss the lawsuit
originally  commenced  on  October  18,  2001  on behalf of short sellers of the
Company's stock, which was later amended to an individual action.  The Company's
motion  to  dismiss  has  been  fully  briefed by both sides and is awaiting the
Court's  decision.

     With  respect  to the demand for arbitration brought by Early Bird Capital,
Inc. in January 2002, discovery is substantially complete and the arbitration is
scheduled  for  December  2002.  Early  Bird  Capital  has  demanded  a monetary
judgment  of  $968,000,  which  if  it is awarded, would have a material adverse
effect  on  the  Company.  The  Company  believes  it  has meritorious defenses.
However,  there  can  be  no  assurance  that  the  Company  will  prevail.

Note  8.   Subsequent  Event

     Effective  on October 1, 2002, the Company extended until April 4, 2003 all
unexercised  rights  under  its  rights  offering,  which  were due to expire on
October  4,  2002.  Each  non-transferable  right  entitles  the  stockholder to
purchase  one  share  of  common  stock  at  an  exercise price of $8.50.  As of
September 30, 2002, of the original rights issued, the Company received proceeds
of  $2,440,894  through  the  exercise  of  287,164  rights.


                                                                               6


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

     (a)  Overview

     Our  company  was  formed  in 1994 to address a growing need for a reliable
document  and  age  verification system to detect fraudulent driver licenses and
other  widely accepted forms of government-issued identification documents.  Our
sales  through  September  30,  2000  had been minimal since through 1998 we had
previously produced only a limited pre-production run of our product for testing
and  market  acceptance.  In late 1999, we received a limited number of ID-Check
terminals,  which  were  then  available  for  sale.  Shortly  thereafter, these
terminals  were  returned  to  the  manufacturer  to  be  upgraded to contain an
advanced  imager/scanner,  which  allows  our  software  to  currently  read the
encoding on over 50 jurisdictions as opposed to 32 jurisdictions on the original
scanner.  During  the fourth quarter of 2000, we experienced a material increase
in  sales  as  a  result  of product availability and establishing marketing and
distributor  agreements  with  resellers.  During  2001  and through the quarter
ended September 30, 2002, sales were limited due to the refocus of our marketing
efforts  towards  the  larger customers in the retail market, in which the sales
cycle  normally  requires  an  extended  time frame involving multiple meetings,
presentations  and  a  test period, which has been further extended by the rapid
slowing  of  the  economy,  whereby decisions for capital expenditures have been
delayed.  However,  after the tragic events that occurred on September 11, 2001,
there  has  been  a significant increase in awareness for our technology to help
improve security across many industries, including airlines, rail transportation
and  high  profile  buildings  and  facilities.  We have also begun to market to
various  government  and  state agencies, which have long sales cycles including
extended test periods.  Since inception, we have incurred significant losses and
negative  cash  flow  from operating activities, and as of September 30, 2002 we
had  an  accumulated  deficit of approximately $16,100,000.  We will continue to
fund  operating and capital expenditures from proceeds that the company received
from  its  initial  public offering ("IPO") as well as the exercise of warrants,
options  and rights.  In view of the rapidly evolving nature of our business and
our  limited  operating history, we believe that period-to-period comparisons of
revenues  and operating results are not necessarily meaningful and should not be
relied  upon  as  indications  of  future  performance.

     The  Company's  unique  ability  to verify the validity of driver licenses,
state  issued  ID  cards and military ID's, that contain magnetic stripes or bar
codes  that  conform  to AAMVA/ANSI/ISO standards, enables the Company to target
three  distinct markets.  The original target market was focused on resellers of
age-restricted  products, such as alcohol and tobacco, whereby the proliferation
of  high-tech  fake  IDs  exposed  merchants  to  fines  and  penalties  for the
inadvertent  sale  of these products to underage purchasers.   "Identity Theft,"
the  fastest growing crime in America, has additionally exposed industry to huge
economic  losses  through  various frauds that utilize fake IDs to support these
transactions,  which  the  Company's  technology  can  help prevent.  The tragic
events  that  occurred  on September 11, 2001 has created increased awareness of
the  Company's technology in security applications involving access control.  As
a result of its applicability in these markets, the Company has already sold its
products  to some of the largest companies in the gaming industry, several large
petroleum  companies,  a  large  tobacco  company, a State Port Authority, State
Motor  Vehicle  Bureaus,  military establishments, multiple airports and nuclear
power  facilities  and high profile buildings.  Some of these sales were made as
result  of  tests  of  the  Company's  technology. Additionally, the Company has
completed  or  has  ongoing  tests  at some of the largest military bases in the
U.S.,  two commercial airports, State Motor Vehicle Bureaus, a major railroad, a
major  credit  card  issuing  company  at  a major mass merchandiser and a major
grocery  chain.  In  addition,  our  ID-Check  unit  has  played a key role in a
program  organized  by  Mothers Against Drunk Driving (MADD) to deter the use of
fake ID's used for the purchase of alcoholic beverages and as a key component of
the  Security  system  deployed  at  the  meetings  of  the  Western  Governors'
Association  in  July  2002 and the Southern Governors' Association in September
2002.

     During  2001,  the  Company  developed  additional  software  products that
utilize  its  patented  software technology.  On October 28, 2002, the Company's
intellectual property portfolio was further strengthened by the issuance of U.S.
Patent  No. 6,463,416 B1. C-Link  runs on a personal computer and was created to
work  in conjunction with the ID-Check unit that allows a user to instantly view
the  encoded  data for further verification, to analyze the data and to generate
various reports where permitted by law.  The Company also has developed software
containing  its  patented  technology  that  can  be  integrated  onto a Windows
platform that will enable a user of the software to perform all the functions of
the ID-Check terminal.  To date, the Company has executed 3 licensing agreements
and  is  in  discussions with additional companies to license its software to be
utilized  within  other  existing  systems.  The  revenue  received  from  such

                                                                               7


licensing agreements has not been significant through the period ended September
30,  2002.

     On  December 18, 2001, the Company acquired substantially all of the assets
of  the  IDentiScan  Company,  LLC,  which  was accounted for under the purchase
method.  The  aggregate  purchase  price  totaled  $1,032,947 which consisted of
59,774  of  the  Company's  restricted  common  stock  valued  at  $980,000  and
transaction  costs  of $52,947, plus additional incentives upon meeting specific
objectives  over  the next three years.  If one year from closing, the aggregate
current  market price of the shares issued at closing is less than $750,000, the
Company  has  the  option  to  either  pay  in  cash  or  common stock an amount
equivalent  to  the  short  fall.

Critical  Accounting  Policies

     The  Company  believes  that there are several accounting policies that are
critical  to  understanding  the Company's historical and future performance, as
these  policies  affect the reported amounts of revenue and the more significant
areas  involving  management's  judgments  and  estimates.  These  significant
accounting  policies  relate  to revenue recognition and valuation of inventory.
These  policies,  and  the  Company's  procedures related to these policies, are
described  in  detail  below.

Revenue  Recognition

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

     During  the  third  quarter, the Company recognized sales from licensing of
its technology to customers. The Company's licensing products require continuing
service  or  post  contract customer support and performance by the Company, and
accordingly  a  portion  of  the revenue is deferred based on its fair value and
recognized  ratably  over  the  period  in which the future service, support and
performance  are  provided,  which  is  generally  one  year.

Inventory  Valuation

     The  Company's  inventory  consists  primarily  of  terminals  that run its
patented  software.  The  inventory  was  originally  received  December  1999.
Shortly  thereafter,  it was returned to the manufacturer for upgrade and became
available  for  sale  in  the  fourth quarter of 2000.  The Company periodically
evaluates  the  current  market  value of its inventory, taking into account any
technological  obsolescence that may occur due to changes in hardware technology
and  the  acceptance of the product in the marketplace.  Even though the Company
has  had  limited  sales  to date, we believe that a sufficient market exists to
sell  with  margin the current inventory as well as the remaining units required
to  be  purchased from its manufacturer for which the Company has paid a deposit
of $600,000 which is recorded on the Company's balance sheet.  The Company is in
the  process  of  evaluating a more technologically advanced platform to run its
patented  software.  Should  the Company select a new platform and not place the
order  to  purchase  the  additional  units from its manufacturer under the open
purchase  order,  the  Company  would  be  required  to  expense  the deposit of
$600,000.

(b)  Results  of  Operations

     Comparison  of  the nine months ended September 30, 2002 to the nine months
ended  September  30,  2001.

          Revenues  increased  $18,440  from  $755,113 for the nine months ended
September  30, 2001 to $773,553 recorded for the nine months ended September 30,
2002.  Revenues  for  the  period ended September 30, 2002 consisted of revenues
from  distributors  of  $365,260  and revenues from direct sales to customers of

                                                                               8


$408,293.  Sales, which represent shipments of products and contracted services,
increased  111%  from  $469,494  to $989,692 for the periods ended September 30,
2001  and  2002,  respectively,  primarily  as  a  result  of  the  inclusion of
IDentiScan,  which  continues  to  focus  on  the  age verification market.  The
refocus  of our marketing efforts for Intelli-Check's patented technology to the
document  verification  and access control markets, which consists of the larger
retailers and Government agencies, in which the sales cycle requires an extended
time  frame  involving  multiple  meetings,  presentations  and  a  test period,
continues to impact our sales.  In addition, during 2001 and continuing in 2002,
the  sales  cycle has been further extended by the rapid slowing of the economy,
resulting  in  decisions  for  capital  expenditures  being  delayed.  We  feel
confident,  based upon the results of certain tests and legislative efforts from
the  Government to enhance security, that these facts should result in increased
sales  opportunities.

          Operating  expenses,  which  consist  of  selling,  general  and
administrative  and  research  and  development  expenses,  increased 52.6% from
$3,128,829  for  the  nine months ended September 30, 2001 to $4,777,673 for the
nine months ended September 30, 2002.  Selling expenses, which consist primarily
of  salaries  and  related costs for marketing, increased 124% from $531,560 for
the nine months ended September 30, 2001 to $1,190,850 for the nine months ended
September  30,  2002  primarily  due  to increased salary costs, commissions and
related  expenses  from hiring additional sales personnel totaling approximately
$165,000, increased travel and convention expenses of approximately $134,000 and
hiring  professional  consultants  to promote our product totaling approximately
$326,000.  General  and  administrative  expenses,  which  consist  primarily of
salaries and related costs for general corporate functions, including executive,
accounting,  facilities  and fees for legal and professional services, increased
57.9% from $1,694,412 for the nine months ended September 30, 2001 to $2,675,750
for the nine months ended September 30, 2002, primarily as a result of increased
salary  costs  and  related  expenses  from  salary  increases and the hiring of
additional  personnel  relating  to  the acquisition of the IDentiScan assets in
December 2001 of approximately $104,000, increased fees for investment relations
consultants  of  approximately  $628,000  primarily  relating  to the recognized
non-cash expense of the granting of options to this group, which was 64% of this
increase,  increases  in depreciation and amortization expenses of approximately
$240,000  from  additional purchases of equipment and acquired intangible assets
from  the  acquisition  of  IDentiScan,  increases  in  insurance  costs  of
approximately  $26,000  due  to increases in premiums and higher rent expense of
approximately  $24,000  due  to  rent  escalations and additional space from the
acquisition of IDentiScan partially offset by lower legal costs of approximately
$107,000  due  to  the  settling  of certain lawsuits.  Research and development
expenses,  which  consist  primarily  of  salaries  and  related  costs  for the
development  of  our  products,  amounted  to $902,857 for the nine months ended
September  30, 2001 compared to $911,073 for the nine months ended September 30,
2002,  which  has  not  materially  changed.  We  believe  that  we will require
additional  investments  in  development  and  operating  infrastructure  as the
Company  grows.  Therefore, we expect that expenses will continue to increase in
line  with  increases  in  the  growth  of  the  business  as  we  may  increase
expenditures  for  advertising,  brand  promotion,  public  relations  and other
marketing  activities.  We  expect  that  we  will incur incremental general and
administrative  expenses  as  we  grow  the  business.  Research and development
expenses  may  also  increase  as  we complete and introduce additional products
based  upon  our  patented  ID-Check  technology.

          Interest  expense  decreased  from  $8,337  for  the nine months ended
September  30, 2001 to $4,004 for the nine months ended September 30, 2002 as we
have  paid  down  certain  capital  leases  which  had  higher  interest  rates.

          Interest  income  decreased  from  $121,062  for the nine months ended
September  30,  2001  to  $43,943  for the nine months ended September 30, 2002,
which  is  a result of a decrease in our cash and cash equivalents available for
investment  and  lower  interest  rates  in  effect  during  this  period.

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

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

     As  a  result  of  the  factors  noted  above,  our net loss increased from
$2,674,687  for  the  nine months ended September 30, 2001 to $3,980,179 for the
nine  months  ended  September  30,  2002.

                                                                               9



  Comparison of the three months ended September 30, 2002 to the three months
                            ended September 30, 2001.

          Revenues decreased by $48,447 from $280,266 for the three months ended
September 30, 2001 to $231,819 recorded for the three months ended September 30,
2002.  Revenues  for  the  period ended September 30, 2002 consisted of revenues
from  distributors  of  $115,969  revenues  from  direct  sales  to customers of
$115,850.  Sales, which represent shipments of products and contracted services,
increased 45% from $176,033 to $256,000 for the periods ended September 30, 2001
and  2002,  respectively,  primarily as a result of the inclusion of IDentiScan,
which  continues  to  focus  on the age verification market.  The refocus of our
marketing  efforts  for  Intelli-Check's  patented  technology  to  the document
verification  and access control markets, which consists of the larger retailers
and  Government  agencies,  in  which  the sales cycle requires an extended time
frame involving multiple meetings, presentations and a test period, continues to
impact  our  sales.  In  addition, during 2001 and continuing in 2002, the sales
cycle  has  been further extended by the rapid slowing of the economy, resulting
in  decisions  for capital expenditures being delayed.  We feel confident, based
upon the results of certain tests and legislative efforts from the Government to
enhance  security,  that  these  facts  should  result  in  increased  sales
opportunities.

          Operating  expenses,  which  consist  of  selling,  general  and
administrative  and  research  and  development  expenses,  increased 28.1% from
$1,062,454  for  the three months ended September 30, 2001 to $1,360,637 for the
three  months  ended  September  30,  2002.  Selling  expenses,  which  consist
primarily  of  salaries  and  related  costs  for marketing, increased 101% from
$156,707 for the three months ended September 30, 2001 to $314,573 for the three
months  ended  September  30,  2002  primarily due to increased salary costs and
related  expenses  from hiring additional sales personnel totaling approximately
$47,000  and  increased travel and convention expenses of approximately $20,000,
increases  in  advertising  expenses  of  approximately  $20,000  and  hiring
professional  consultants to promote our product totaling approximately $51,000.
General  and  administrative  expenses,  which consist primarily of salaries and
related  costs for general corporate functions, including executive, accounting,
facilities  and  fees  for legal and professional services, increased 23.1% from
$617,698 for the three months ended September 30, 2001 to $760,486 for the three
months  ended  September  30,  2002,  primarily as a result of  increased salary
costs and related expenses from salary increases and hiring additional personnel
relating to the acquisition of the IDentiScan division of approximately $24,000,
increases  in insurance and filing fees of approximately $30,000, increased fees
for investment relations consultants of approximately $36,000 primarily relating
to  the recognized non-cash expense of the granting of options to this group and
increases  in  depreciation  and amortization expenses of approximately $116,000
from  additional  purchases of equipment and acquired intangible assets from the
acquisition  of IDentiScan partially offset by decreases in legal and accounting
expenses  of  $68,000  primarily  as  a  result  of  lower  fees relating to the
settlement  of  the  patent  lawsuit.  Research  and development expenses, which
consist  primarily of salaries and related costs for the development and testing
of  our  products, amounted to $288,049 for the three months ended September 30,
2001  compared  to $285,578 for the three months ended September 30, 2002, which
has  not  materially  changed.  We  believe  that  we  will  require  additional
investments  in  development  and operating infrastructure as the Company grows.
Therefore,  we  expect  that  expenses  will  continue  to increase in line with
increases  in  the  growth  of  the business as we may increase expenditures for
advertising,  brand  promotion, public relations and other marketing activities.
We  expect that we will incur incremental general and administrative expenses as
we  grow of the business. Research and development expenses may also increase as
we  complete  and introduce additional products based upon our patented ID-Check
technology.

          Interest  expense  decreased  from  $1,774  for the three months ended
September 30, 2001 to $1,134 for the three months ended September 30, 2002 as we
have paid down certain capital leases which had higher interest rates than those
currently  prevailing.

          Interest  income  decreased  from  $25,280  for the three months ended
September  30,  2001  to  $11,688 for the three months ended September 30, 2002,
which  is  a result of a decrease in our cash and cash equivalents available for
investment  and  lower  interest  rates  in  effect  during  this  period.

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

          As  a  result  of the factors noted above, our net loss increased from
$913,119  for  the  three  months ended September 30, 2001 to $1,223,894 for the
three  months  ended  September  30,  2002.

                                                                              10


(c)  Liquidity  and  Capital  Resources

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

          Cash  used in operating activities for the nine months ended September
30,  2002  of  $3,026,944 resulted primarily from the net loss of $3,980,179, an
increase  in  accounts  receivable  of  $78,304 and an increase in other current
assets  of  $464,421 resulting primarily from a deposit made to our manufacturer
for  additional  inventory,  which  was  primarily  offset  by  an  increase  in
depreciation  and amortization of $339,305 as a result of the acquisition of the
assets  of  IDentiScan,  an increase in amortization of deferred compensation of
$683,566  from  the  granting  of  stock  options to consultants,  a decrease in
inventory  of  $258,808  and  an increase in deferred revenues of $194,136. Cash
used  in  operating  activities  for the nine months ended September 30, 2001 of
$2,363,104  was  primarily attributable to the net loss of $2,674,687, and a net
decrease  in  deferred  revenues  of  $300,227,  which was primarily offset by a
decrease  of  inventory of $196,112, an increase in accounts payable and accrued
expenses  of  $222,764,  and  a net decrease in other current assets of $169,090
primarily  consisting  of  the  related  deferred costs of revenues offset by an
increase  in  deposits  for  additional  inventory.   Cash  used  in  investing
activities  was $35,187 for the nine months ended September 30, 2002 and $47,594
for  the  nine  months  ended  September  30,  2001.  Net cash used in investing
activities  for  both  periods  consisted  primarily of capital expenditures for
computer  equipment  and  furniture  and  fixtures.  Cash  provided by financing
activities  was  $1,502,580  for  the  nine  months ended September 30, 2002 and
$570,476  for the nine months ended September 30, 2001 and was primarily related
to  the  exercise  of  outstanding rights and stock options for the period ended
September  30,  2002  and  for  the period ended September 30, 2001 was from the
exercise  of  warrants  and  stock  options.

          As  of September 30, 2002, there were warrants outstanding relating to
prior  financing  to  purchase  7,500  shares of our common stock at an exercise
price  of $3.00, plus 10,000 underwriter's warrants that carry an exercise price
of  $8.40.  If  certain  conditions  occur,  we  have  the  right  to redeem the
outstanding  warrants  on  not  less  than  20 days written notice for $0.01 per
warrant,  except  for  the  Underwriter's warrants.  As of November 1, 2002, the
conditions  for  redeeming  the  warrants  have  not  been  met.

          In  March  2001,  the  Company declared a dividend distribution of one
non-transferable  right  to purchase one share of the Company's common stock for
every  10  outstanding  shares of common stock continuously held from the record
date  to  the  date of exercise, as well as common stock underlying vested stock
options  and warrants, held of record on March 30, 2001, at an exercise price of
$8.50.  The  rights  were 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. However, on October 1, 2002, the Company extended
the  expiration  date of all unexercised rights until April 4, 2003. As a result
of  certain  conditions  being  met,  the  Company  has  the right to redeem the
outstanding  rights for $.01 per right.   The Company reserved 970,076 shares of
common stock for future issuance under this rights offering.  As of December 31,
2001, 180,198 of these rights were exercised and the Company received $1,531,683
before  expenses.  In  addition,  106,966  rights  were  also  exercised through
November  1,  2002  and  the  Company  received  proceeds  of  $909,211.

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

     We  anticipate  that our current available cash resources combined with the
expected  revenues  from the sale of the units in inventory and licensing of our
technology  will  be  sufficient  to  meet  our  anticipated working capital and
capital  expenditure  requirements  for at least the next twelve months.  Should

                                                                              11








sales of our products fall below our expectations during the next 12 months, the
Company  would be required to raise capital to fund its operations.  The Company
is currently working with its investment bankers to secure additional capital in
the event that sales are insufficient to meet our working capital needs.  Should
the  Company  need to raise capital, there can be no assurances that we would be
successful.  These  requirements  are  expected  to  include  the  purchase  of
additional  inventory  to  run our patented software, product development, sales
and  marketing,  working  capital  requirements  and  other  general  corporate
purposes.  In  addition,  we  may  need  to raise additional funds to respond to
business  contingencies which may include the need to fund more rapid expansion,
fund  additional  marketing  expenditures,  develop new markets for our ID-Check
technology,  enhance  our  operating  infrastructure,  respond  to  competitive
pressures,  or  acquire  complementary  businesses  or  necessary  technologies.

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

                             PAYMENTS DUE BY PERIOD





                                                                       
    CONTRACTUAL OBLIGATIONS             TOTAL     LESS THAN   1-3 YEARS   4-5  YEARS  AFTER  5  YEARS
                                                  ONE YEAR
 Capital Lease Obligations             $26,146     $23,286       $2,860      --           --
 Operating Leases                    2,198,928     224,406      736,404     557,501      680,617
 Purchase commitments (1)              --               --       --          --           --
 Employment contracts                  919,163     481,000      438,163      --           --
                                    ----------    --------   ----------    --------     --------
 Total Contractual Cash Obligation  $3,144,237    $728,692   $1,177,427    $557,501     $680,617



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

(d)  Net  Operating  Loss  Carry  Forwards

          As of September 30, 2002, we had a net operating loss carry forward of
approximately $13,900,000 which expires beginning in the year 2018 through 2022.
The  issuance  of  equity  securities  in  the  future, together with our recent
financings  and  our  IPO,  could  result in an ownership change and, thus could
limit  our  use  of  our  prior  net  operating losses. If we achieve profitable
operations,  any  significant limitation on the utilization of our net operating
losses  would  have  the effect of increasing our tax liability and reducing net
income  and available cash reserves. We are unable to determine the availability
of  these  net-operating  losses  since  this  availability  is  dependent  upon
profitable  operations,  which  we  have  not  achieved  in  prior  periods.

(e)  Forward  Looking  Statements

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

Item  3.  Quantitative  and  Qualitative  Disclosures  About  Market  Risk

          None

Item  4.  Controls  and  Procedures

     An  evaluation  was  performed  under  the  supervision  and  with  the
participation of the Company's management, including the Chief Executive Officer
(CEO)  and Chief Financial Officer (CFO), of the effectiveness of the design and
operation  of  the  Company's  disclosure controls and procedures within 90 days
before  the filing date of this quarterly report.  Based on that evaluation, the
Company's  management,  including  the CEO and CFO, concluded that the Company's
disclosure  controls  and  procedures  were effective in timely alerting them to
material  information  relating  to  the  Company  (including  its  consolidated
subsidiaries)  required  to  be  included in the Company's periodic SEC filings.
There  have been no significant changes in the Company's internal controls or in


                                                                              12




other  factors  that  could significantly affect internal controls subsequent to
their  evaluation.

Part  II     Other  Information

Item  1.  Legal  Matters

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

     On  July  26,  2002,  the  Company  filed  a  motion to dismiss the lawsuit
originally  commenced  on  October  18,  2001  on behalf of short sellers of the
Company's stock, which was later amended to an individual action.  The Company's
motion  to  dismiss  has  been  fully  briefed by both sides and is awaiting the
Court's  decision.

     With  respect  to the demand for arbitration brought by Early Bird Capital,
Inc. in January 2002, discovery is substantially complete and the arbitration is
scheduled  for  December  2002.  Early  Bird  Capital  has  demanded  a monetary
judgment  of  $968,000,  which  if  it is awarded, would have a material adverse
effect  on  the  Company.  The  Company  believes  it  has meritorious defenses.
However,  there  can  be  no  assurance  that  the  Company  will  prevail.

Item  4.  Submission  of  Matters  to  a  Vote  of  Security  Holders

     The  annual  meeting  of  stockholders  was  held  on  July  15,  2002.

     A  proposal to elect three (3) directors to serve for a three-year term was
approved  by  the  stockholders.  The  nominees  received  the  following votes:

     Name                                        Votes  For     Votes  Withheld
     ----                                        ----------     ---------------
Edwin  Winiarz  (three-year  term)                7,504,565         168,439
Evelyn  Berezin  (three-year  term)               7,504,345         168,659
Paul  Cohen  (three-year  term)                   7,672,604             400

     In addition, stockholders ratified the appointment of Grant Thornton LLP as
the  independent  public accountants for the Company for the year ended December
31,  2002.  This  proposal  received  the  following  votes:

                   For          Against          Abstain
                   ---          -------          -------
                7,673,003          1                0

Item  6.     Exhibits  and  Reports  on  Form  8-K

     On  September  6,  2002, the Company filed a report on Form 8-K to disclose
Changes in Registrant's Certified Public Accountants from Arthur Andersen LLP to
Grant  Thornton  LLP.

                                                                              13

                                   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  13,  2002              Intelli-Check,  Inc.
                                          (Registrant)

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

                                          By:  /s/  Edwin  Winiarz
                                          -------------------
                                          Edwin  Winiarz
                                          Senior  Executive  Vice  President/CFO
                                          Principal  Accounting  Officer

                                                                              14



    Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     I,  Edwin  Winiarz,  certify  that:

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

2.          Based  on  my  knowledge, this quarterly 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
quarterly  report;

3.          Based on my knowledge, the financial statements, and other financial
information  included  in  this quarterly 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 quarterly report;

4.          The registrant's other certifying officers and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  12a-14  and  15d-14)  for  the  registrant  and  we  have:

     (a)     designed  such  disclosure  controls  and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

     (b)     evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     (c)     presented  in  this  quarterly  report  our  conclusions  about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.          The  registrant's  other  certifying  officers and I have disclosed,
based  on our most recent evaluation, 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 in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     (b)     any  fraud,  whether  or  not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

6.          The  registrant's  other certifying officers and I have indicated in
this  quarterly report whether or not there were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:     November  13,  2002



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


                                                                              15


     Certification  Pursuant  to  Section  302 of the Sarbanes-Oxley Act of 2002

     I,  Frank  Mandelbaum,  certify  that:

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

2.     Based  on my knowledge, this quarterly 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 quarterly
report;

3.     Based  on  my  knowledge,  the  financial statements, and other financial
information  included  in  this quarterly 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 quarterly report;

4.     The  registrant's  other  certifying  officers  and I are responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  12a-14  and  15d-14)  for  the  registrant  and  we  have:

     (a)     designed  such  disclosure  controls  and procedures to ensure that
material  information  relating  to  the  registrant, including its consolidated
subsidiaries,  is made known to us by others within those entities, particularly
during  the  period  in  which  this  quarterly  report  is  being  prepared;

     (b)     evaluated the effectiveness of the registrant's disclosure controls
and  procedures  as  of  a  date within 90 days prior to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and

     (c)     presented  in  this  quarterly  report  our  conclusions  about the
effectiveness  of the disclosure controls and procedures based on our evaluation
as  of  the  Evaluation  Date;

5.     The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, 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 in the design or operation of internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and  have  identified for the
registrant's  auditors  any  material  weaknesses  in  internal  controls;  and

     (b)     any  fraud,  whether  or  not material, that involves management or
other  employees  who  have  a  significant  role  in  the registrant's internal
controls;  and

6.     The  registrant's  other certifying officers and I have indicated in this
quarterly  report  whether  or  not  there  were significant changes in internal
controls  or  in other factors that could significantly affect internal controls
subsequent  to  the date of our most recent evaluation, including any corrective
actions  with  regard  to  significant  deficiencies  and  material  weaknesses.

Date:     November  13,  2002



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