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:  April 21, 2004

                                       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 April 21, 2004, Intelli-Check, Inc. (the "Company") determined to dismiss its
independent  auditors,  Grant  Thornton  LLP ("Grant  Thornton"),  and to engage
Amper,  Politziner & Mattia P.C. ("Amper") 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  and approval of its Audit Committee.

During the two most recent  years of the  Company  ended  December  31, 2003 and
2002,  and through the date of Grant  Thornton's  dismissal  on April 21,  2004,
there were no disagreements between the Company and Grant Thornton on any matter
of accounting  principles  or  practices,  financial  statement  disclosure,  or
auditing  scope or  procedure,  which  disagreements,  if not  resolved to Grant
Thornton's  satisfaction,  would have caused Grant Thornton 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 years of the Company ended December 31,
2003 and 2002.

The audit reports of Grant  Thornton on the financial  statements of the Company
as of and for the years  ended  December  31,  2003 and 2002 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 Grant
Thornton is attached hereto as Exhibit 16.1.

During the two most recent  years of the  Company  ended  December  31, 2003 and
2002,  and through the date of the  engagement  of Amper on April 21, 2004,  the
Company did not consult  with Amper  regarding  any of the matters or events set
forth in Item 304(a)(2)(i) and (ii) of Regulation S-K of the Commission.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

(c) Exhibits

The following exhibits are filed herewith:

EXHIBIT NO.

16.1 Letter of Grant Thornton 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:    April 23, 2004                      INTELLI-CHECK, INC.

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


                                      -2-

EX-16.1

                                  EXHIBIT 16.1

                         [GRANT THORNTON LLP LETTERHEAD]

April 23, 2004

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

RE:  Intelli-Check, Inc.
     File No. 001-15465

Dear Sir/Madam:

We have read Item 4 of the Form 8-K of Intelli-Check, Inc., dated April 21, 2004
and agree with the statements concerning our firm contained therein.

Very truly yours,

/s/ Grant Thornton LLP
- ------------------------
Grant Thornton LLP

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