8-K

SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, 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): June 26, 2006

INTRUSION INC.
(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20191	75-1911917
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	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)

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

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

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

ITEM 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 26, 2006, we received  notice from the Nasdaq Listing Qualifications Department of non-compliance with Nasdaq Marketplace Rule 4310(c)(4) because Intrusion’s closing bid price was under $1.00 per share for 30 consecutive business days. In accordance with Marketplace Rule 4310(c)(8)(D), Intrusion will be provided 180 calendar days, or until December 26, 2006, to regain compliance. The notice from Nasdaq states that, if, at anytime before December 26, 2006, the bid price of Intrusion’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq Listing Qualifications Staff will provide written notification that it complies with the Rule.

If Intrusion is unable to comply by December 26, 2006, the Nasdaq staff will determine at that time whether Intrusion’s common stock should be delisted from the Nasdaq Capital Market. If such a determination is made, Intrusion may appeal that determination to a Listing Qualifications Panel. While there can be no assurance that the bid price of Intrusion’s common stock will close above $1.00 per share for 10 consecutive business days or that any action taken by Intrusion will be effective in increasing the price of its common stock, Intrusion  is exploring all possible avenues to preserve its Nasdaq listing.

A copy of the Company’s press release dated June 29, 2006 is attached as Exhibit 99.1.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d)   Exhibits

99.1 —  Press release issued by Intrusion Inc. on June 29, 2006.

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: June 29, 2006	By:	/s/ MICHAEL L. PAXTON
		Michael L. Paxton
		Chief Financial Officer

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EXHIBIT INDEX

Exhibit  No.	Description of Exhibit
99.1	Press release issued by Intrusion Inc. on June 29, 2006.

3

EX-99.1

NEWS RELEASE	1101 E. Arapaho Road Richardson, TX 75081 972-234-6400 tel 972-234-1467 fax

Financial Contact
Michael L. Paxton, VP, CFO
972.301.3658, mpaxton@intrusion.com

Media Contact
Jay Barbour, Vice President of Marketing
972.664.8107, jbarbour@intrusion.com

Intrusion Inc. Announces Nasdaq Capital Market Listing Deficiency

Richardson, Texas — June 29, 2006 — Intrusion Inc. (NasdaqSC: INTZ), (“Intrusion”) announced today that it has received notice from the staff at the Nasdaq Listing Qualifications Department of non-compliance with Nasdaq Marketplace Rule 4310(c)(4) because Intrusion’s closing bid price was under $1.00 per share for 30 consecutive business days. In accordance with Marketplace Rule 4310(c)(8)(D), Intrusion will be provided 180 calendar days, or until December 26, 2006, to regain compliance. The notice from Nasdaq states that, if, at anytime before December 26, 2006, the bid price of Intrusion’s common stock closes at $1.00 per share or more for a minimum of 10 consecutive business days, Nasdaq Listing Qualifications Staff will provide written notification that it complies with the Rule. If Intrusion is unable to comply by December 26, 2006, the Nasdaq staff will determine at that time whether Intrusion’s common stock should be delisted from the Nasdaq Capital Market. If such a determination is made, Intrusion may appeal that determination to a Listing Qualifications Panel.

The 180 day period relates exclusively to the bid price deficiency. Intrusion may be delisted during the 180 day period for failure to maintain compliance with any other listing requirement for which it is currently on notice. Intrusion has recently reported being notified by Nasdaq of noncompliance with Nasdaq Marketplace Rule 4310(c)(2)(B) which requires Intrusion to have a minimum of $2,500,000 in stockholders’ equity, or $35,000,000 market value of listed securities, or $500,000 of net income from continuing operations for the most recently completed fiscal year or two of the three most recently completed fiscal years. Intrusion is appealing to a Nasdaq Listing Qualifications panel and is scheduled to meet with the panel on August 3, 2006.

About Intrusion Inc.

Intrusion Inc. is a global provider of regulated information compliance, entity identification systems, data privacy protection products, and network intrusion prevention and detection solutions. Intrusion’s product families include the Compliance CommanderÔ for regulated information compliance, data privacy protection and identity theft prevention, TraceCop™ identification and location system, Intrusion SpySnareÔ for real-time inline blocking of spyware and unwanted P2P applications, and Intrusion SecureNetÔ for network intrusion prevention and detection. Intrusion’s products help protect critical information assets by quickly detecting, protecting, analyzing and reporting attacks or misuse of classified, private and regulated information for government and enterprise networks. For more information, please visit www.intrusion.com.

This release, other than historical information, may include forward-looking statements regarding future events or our future performance, including, without limitation, statements relating to Intrusion’s intention to submit a compliance plan and pursue continued Nasdaq listing. 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, without limitation, risks associated with the uncertainty of compliance plan, Intrusion’s ability to remain listed on the Nasdaq Capital Market, its ability to execute on any proposed compliance plan  and its ability to comply with all Nasdaq’s continued listing requirements in the future, as well as other risks and uncertainties identified in its Annual Report on Form 10-KSB and other filings with the Securities and Exchange Commission. Copies of these filings can be obtained from Intrusion’s Investor Relations department.