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 of 1934

Date of Report (Date of earliest event reported):

November 26, 2002

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware		000-20191		75-1911917
(State of Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1101 East Arapaho Road, Richardson, Texas		75081
(Address of Principal Executive Offices)		(Zip Code)

	(972) 234-6400
	(Registrant’s Telephone Number, Including Area Code)

	NOT APPLICABLE
	(Former Name or Former Address, if Changed Since Last Report)

Item 5. Other Events.

On November 26, 2002, Intrusion Inc. issued a press release announcing that the listing of Intrusion’s common stock will transfer from The Nasdaq National Market, Inc. to The Nasdaq SmallCap Market effective at the opening of the market on Wednesday, December 4, 2002. A copy of such press release is attached hereto as Exhibit 99.1.

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 hereunto duly authorized.

	INTRUSION INC.



Dated: November 27, 2002	By:	/s/ Michael L. Paxton
		Michael L. Paxton Chief Financial Officer

EXHIBIT INDEX

Exhibit No.		Description of Exhibit

99.1		Text of press release of the registrant, dated November 26, 2002, announcing that Intrusion’s common stock will transfer from The Nasdaq National Market, Inc. to The Nasdaq SmallCap Market effective at the opening of the market on Wednesday, December 4, 2002.

Intrusion Inc. to Transfer to Nasdaq SmallCap Market

Richardson, Texas — November 26, 2002 — Intrusion Inc. (NASDAQ: INTZ), (“Intrusion”) today announced that effective at the opening of the market on Wednesday, December 4, 2002, the listing of Intrusion’s common stock will transfer from The Nasdaq National Market, Inc. to the Nasdaq SmallCap Market. Intrusion Inc. will continue trading under the symbol, INTZ.

As a result of Nasdaq’s approval of its transfer to the Nasdaq SmallCap Market, Intrusion’s delisting determination will be extended until February 10, 2003. The company will then be eligible for an additional 180 calendar day grace period, or until August 7, 2003 to demonstrate compliance, provided that it meets additional Nasdaq listing criteria for the SmallCap Market. Furthermore, the Company may be eligible to transfer back to The Nasdaq National Market if, by August 7, 2003, its bid price maintains the $1.00 per share requirement for 30 consecutive trading days and it has maintained compliance with all other continued listing requirements. There can be no assurance that Intrusion will be able to meet the minimum maintenance period, including the $1.00 minimum bid price requirement, during this extended grace period or that, if it does, it will remain compliant with the applicable continued listing requirement.

About Intrusion Inc.

Intrusion Inc. is a leading global provider of enterprise security solutions for the information-driven economy. Intrusion’s suite of security products help businesses protect critical information assets by quickly detecting, analyzing and responding to network- and host-based attacks. The Company’s products include intrusion detection systems, and modular, scalable “Secured by Check Point” VPN security appliances for Check Point Software Technologies’ (NASDAQ: CHKP) market-leading VPN-1/FireWall-1. For more information, please visit www.intrusion.com.

This release, other than historical information, may include forward-looking statements regarding future events. These statements are made under the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and involve risks and uncertainties which could cause actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the possible future delisting of our common stock by Nasdaq if we fail to regain and maintain compliance with the minimum bid price or other listing requirements, risks associated with the transfer of our common stock to the Nasdaq SmallCap Market, such as the impairment of the marketability and liquidity of our common stock, the impairment on our ability to raise capital and other risks associated with trading on the SmallCap market, and other risks and uncertainties identified in the Company’s Annual Report on Form 10-K and other Securities and Exchange Commission filings. These filings can be obtained by contacting Intrusion Investor Relations.