8-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 8-K

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

            DATE OF REPORT: June 6, 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 ___




                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 4. Changes in Registrant's Certifying Accountant.

On June 6, 2002, Intelli-Check,  Inc. (the "Company") determined, for itself, to
dismiss its independent auditors,  Arthur Andersen LLP ("Arthur Andersen"),  and
to engage the  services  of Grant  Thornton  LLP ("Grant  Thornton")  as its new
independent auditors. The change in auditors became effective immediately.  This
determination followed the Company's decision to seek proposals from independent
accountants to audit the financial  statements of the Company,  and was approved
by the  Company's  Board of  Directors  upon  the  recommendation  of its  Audit
Committee.  Grant  Thornton will review the financial  statements of the Company
beginning with fiscal quarter ended June 30, 2002.

During the two most recent fiscal years of the Company ended  December 31, 2001,
and  the  subsequent  interim  period  through  June  6,  2002,  there  were  no
disagreements  between  the  Company  and  Arthur  Andersen  on  any  matter  of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure,  which  disagreements,  if not resolved to Arthur Andersen's
satisfaction, would have caused Arthur Andersen to make reference to the subject
matter of the disagreement in connection with its reports.

None of the reportable  events  described under Item  304(a)(1)(v) of Regulation
S-K  occurred  within the two most  recent  fiscal  years of the  Company  ended
December 31, 2001.

The audit reports of Arthur Andersen on the financial  statements of the Company
as of and for the fiscal years ended  December 31, 2000 and 2001 did not contain
any  adverse  opinion or  disclaimer  of  opinion,  nor were they  qualified  or
modified as to uncertainty,  audit scope or accounting principles. A letter from
Arthur Andersen is attached hereto as Exhibit 16.1.


During the two most recent fiscal years of the Company ended  December 31, 2001,
and the  subsequent  interim  period  through June 6, 2002,  the Company did not
consult with Grant Thornton  regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.


Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

The following exhibits are filed herewith:

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

16.1 Letter of Arthur Andersen LLP


                                      -1-


                                   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: June 6, 2002                            INTELLI-CHECK, INC.


                                              By: /s/ Frank Mandelbaum
                                                  ------------------------------
                                              Frank Mandelbaum
                                              Chairman & Chief Executive Officer


                                      -2-

EX-16.1

                                                                    Exhibit 16.1

                        [ARTHUR ANDERSEN LLP LETTERHEAD]

June 6, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

The representations made in this letter are based solely on discussions with and
representations  from the  engagement  partner  on the  audits of the  financial
statements  of the  registrant  for the  two  most  recent  fiscal  years.  This
individual  is no longer with Arthur  Andersen  LLP. We have read the first five
paragraphs  of  Item  4  included  in  the  Form  8-K  dated  June  6,  2002  of
Intelli-Check, Inc., to be filed with the Securities and Exchange Commission and
have found no basis for disagreement with the statements contained therein.

Very truly yours,

/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP

cc: Mr. Frank Mandelbaum
    Chairman & CEO, Intelli-Check, Inc.