UNITED STATES
                       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): November 29, 2006

                               Intelli-Check, Inc.
                               -------------------
               (Exact Name of Registrant as Specified in Charter)

            Delaware                   001-15465               11-3234779
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(State or Other Jurisdiction of  (Commission File Number)     (IRS Employer
         Incorporation)                                      Identification No.)

            246 Crossways Park West, Woodbury, NY                 11797
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          (Address of Principal Executive Offices)              (Zip Code)

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


- --------------------------------------------------------------------------------
          (Former Name or Former Address, is Changed Since Last Report)


Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously  satisfy the filing  obligation  of  registrant  under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

|_| Soliciting  material  pursuant to Rule 14a-12(b)  under the Exchange Act (17
CFR 240.14a-12(b))

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



Item 8.01.        Other Events

      On November 29, 2006, Intelli-Check,  Inc. ("Intelli-Check"),  a leader in
advanced  document and  identification  systems,  entered into an agreement with
Toys "R" Us, the world's leading specialty toy retailer,  pursuant to which Toys
"R" Us purchased an enterprise-wide license for its ID-Check(R) technology.

      Toys "R" Us has installed the software in its 832 domestic Toys "R" Us and
Babies  "R" Us  stores.  This  was  accomplished  in less  than 30 days by using
Intelli-Check's  Browser  Helper  Object  (BHO)  software  tool.  Toys "R" Us is
initially using the technology at its customer service counters. However, future
plans include use of Intelli-Check's technology at its point-of-sale lanes.

      With all 50 states,  D.C. and several  Canadian  provinces  now  producing
encoded  licenses,  the critical mass of  machine-readable  driver  licenses now
exceeds 90% of the 245,000,000  issued in North America.  Retail businesses have
increasingly  begun to realize that  automation  is an important  component  for
growing  their retail sales and we believe that those who  implement  systems to
enhance customer  satisfaction and increase  productivity will have an advantage
in  the  marketplace.   This  enterprise-wide   rollout  brings  the  number  of
point-of-sale  terminals in retailers using  Intelli-Check's  patented  ID-Check
technology to over 50,000.  We believe that this number will continue to grow as
other businesses  become aware of the benefits of  incorporating  our technology
into their operations.

      Intelli-Check  is extremely  pleased that this leading  retailer,  after a
rigorous review and test of our technology, has come to the same conclusion that
our other major retail customers have, that our technology is a valuable tool in
increasing productivity and minimizing fraud in their operations.  Intelli-Check
believes  that  the  growing  number  of  strategic  partnerships  and  business
relationships that it has inked  demonstrates  conclusively that the benefits of
the Company's  proprietary  technology are becoming  increasingly  recognized in
both the commercial and government sectors.

      The  information  in this Report shall not be deemed to be "filed" for the
purposes of Section 18 of the  Securities  Exchange Act of 1934, as amended,  or
otherwise  subject to the  liabilities  of that Section.  It shall not be deemed
incorporated  by reference in any filing under the  Securities  Act of 1933,  as
amended,  except as shall be expressly set forth by specific reference in such a
filing.


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                                   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 1, 2006

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