8-K

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                        the Securities Exchange Act 1934

       Date of Report (Date of earliest event reported): December 3, 2004

                               Intelli-Check, Inc.
               (Exact name of registrant as specified in charter)

                                    Delaware
                 (State or other jurisdiction of incorporation)

              001-15465                              11-3234779
       (Commission File Number)           (IRS Employer Identification No.)


              246 Crossways Park West
                     Woodbury, NY                         11797
      (Address of principal executive offices)          (Zip Code)


Registrant's telephone number, including area code: 516-992-1900


Item 5.02 - Departure of Directors or Principal Officers; Election of Directors,
Appointment of Principal Officers.

      Effective December 3, 2004, Mr. Ashok Rao was appointed to serve as a
director by the Company's Board of Directors. Mr. Rao has not been appointed to
serve on any of the Board's committees. Mr. Rao currently is producing a major
motion picture scheduled for worldwide release in April 2005. From 2000 to 2003,
he was CEO of Prime Wave Communications, a broadband wireless access technology
subsidiary of L3. From 1998 to 2000, he was founding chief executive officer of
Trex Communications, a Thermo Electron satellite communications business. Mr.
Rao holds a bachelor's degree in mechanical engineering from the Indian
Institute of Technology, New Delhi, a master's degree in systems engineering
from Marquette University, and a diploma in Financial Management from the London
School of Economics.

      There were no arrangements or understandings between Mr. Rao and any other
persons, pursuant to which Mr. Rao was selected as a director. There are no
family relationships between or among Mr. Rao and any executive officers or
directors of the Company. There have been no transactions to which the Company
was or is to be a party, in which Mr. Rao had, or will have a direct or indirect
material interest.

Item 9.01. Financial Statements and Exhibits

(c)      Exhibits

         20.1   Press Release dated December 9, 2004

                                       2


                                   SIGNATURES

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                INTELLI-CHECK, INC.

                                By: /s/ Frank Mandelbaum
                                    -------------------------------------------
                                    Name:  Frank Mandelbaum
                                    Title: Chairman and Chief Executive Officer


Dated: December 14, 2004

EX-20.1

                                                                    Exhibit 20.1


FOR IMMEDIATE RELEASE

Intelli-Check Contact: Frank Mandelbaum, 516-992-1900
Investor Contact: John Baldissera, BPC Financial Marketing, 800-368-1217
Media Contact: Caroline Grossman, 781-771-5579

             Intelli-Check Appoints Ashok Rao to Board of Directors

WOODBURY, New York (December 9, 2004) - Intelli-Check, Inc., a leader in
advanced identification-document-verification systems, announced today that
Ashok Rao has been appointed a company director for a three-year term, effective
December 3, 2004.

"Ashok is an accomplished entrepreneur, having been the founder and driving
force behind four successful high-tech startups, one of which he took public in
1995," said Frank Mandelbaum, chairman and chief executive officer of
Intelli-Check. "On behalf of the entire board of directors, I'd like to welcome
Ashok. We are very pleased that he has agreed to put his considerable expertise,
experience, and energy to work on behalf Intelli-Check's shareholders,
customers, and employees."

Currently an angel investor in numerous high-tech start-ups as well as the
producer of a major motion picture scheduled for worldwide release in April
2005, Mr. Rao was CEO of Prime Wave Communications, a broadband wireless access
technology subsidiary of L3 from 2000 to 2003. Previously, he was founding chief
executive officer of Trex Communications, a Thermo Electron satellite
communications business, which reached revenues of $60 million in two years. He
was instrumental in the sale of TrexCom to L3 in 2000. Mr. Rao holds a
bachelor's degree in mechanical engineering from the Indian Institute of
Technology, New Delhi, a master's degree in systems engineering from Marquette
University, and a diploma in Financial Management from the London School of
Economics. Mr. Rao is also a trustee of numerous charitable organizations.

About Intelli-Check, Inc.
Intelli-Check, Inc. is the acknowledged leader in technology that assures the
authenticity of driver licenses, state issued non-driver and military
identification cards used as proof of identity. Our patented ID-CHECK technology
instantly reads, analyzes, and verifies the encoded data in magnetic stripes and
barcodes on government-issue IDs from approximately 60 jurisdictions in the U.S.
and Canada to determine if the content and format is valid. Applications
include:

      o     security and access control to protect airports, government and
            commercial buildings, military installations, and other critical
            sites

      o     identity theft, commercial and government fraud prevention to help
            stem the millions of dollars each year in losses from credit card,
            check-cashing, bank, insurance, healthcare and pharmacy fraud

      o     age verification to protect bars and other retail establishments
            from the potential fines and penalties associated with selling
            age-restricted products to minors

      o     productivity enhancement to eliminate inefficiencies and
            inaccuracies associated with manual data entry

The company has been the national testing laboratory for the American
Association of Motor Vehicle Administrators (AAMVA) since 1999 and has access to
all the currently encoded driver license formats. For more information, visit
www.intellicheck.com.