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:  October  4,  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.  REGISTRANT  EXTENDS  EXPIRATION  OF  RIGHTS  OFFERING TO APRIL 4, 2003.

On  October 1, 2002, Intelli-Check, Inc. (the "Company") extended until April 4,
2003 all unexercised rights under its rights offering which are due to expire on
October  4,  2002.  This  determination  was  approved by the Company's Board of
Directors.

Each  non-transferable  right  entitles the stockholder to purchase one share of
common  stock  at  an  exercise  price  of  $8.50.

Under  terms  of  the  original  offering,  the  Company  declared  a  dividend
distribution  of  one non-transferable right to purchase one share of its common
stock  for  every  10 outstanding shares of common stock held of record on March
30,  2001,  and continuously held until exercised at an exercise price of $8.50.

The  Company  currently has the right to redeem the outstanding rights for $0.01
per  right  upon  30  days  notice  to  the  holder.


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

(c)  Exhibits

The  following  exhibits  are  filed  herewith:

EXHIBIT  NO.

99  -  Press  Release


                                   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.

October 4, 2002                             INTELLI-CHECK,  INC.



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