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 of 1934

Date of Report (Date of earliest event reported): October 10, 2006

INTRUSION INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	000-20191	75-1911917
(State or 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)

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:

oWritten 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)

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

oPre-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 October 10, 2006, we received  notice from the Nasdaq Listing Qualifications Panel notifying Intrusion that on October 10, 2006, Nasdaq has determined to delist Intrusion’s shares of common stock form The Nasdaq Capital Market effective as of the open of business on Thursday, October 12, 2006 as a result of Intrusion’s failure to maintain compliance with Marketplace Rules 4210 (c) (2) (B), the requirement to maintain a minimum stockholders equity, market value of listed securities, or net income from continuing operations.

Intrusion expects that its common stock will be traded over the counter under the symbol “INTZ” commencing on October 12, 2006.

A copy of the Company’s press release dated October 10, 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 October 10, 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: October 10, 2006	By:	/s/ MICHAEL L. PAXTON
		Michael L. Paxton
		Chief Financial Officer

2

EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release issued by Intrusion Inc. on October 10, 2006.

3

EX-99.1

Exhibit 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. Anticipates Trading Over the Counter on October 12, 2006
Following Receipt of Delisting Notice from Nasdaq

Richardson, Texas — October 10, 2006 — Intrusion Inc. (NASDAQ: INTZ), (“Intrusion”) today announced that the Nasdaq Listing Qualifications Panel has notified Intrusion on October 10, 2006 that Nasdaq has determined to delist Intrusion’s shares of common stock form The Nasdaq Capital Market effective as of the open of business on Thursday, October 12, 2006 as a result of Intrusion’s failure to maintain compliance with Marketplace Rules 4210 (c) (2) (B), the requirement to maintain a minimum stockholders equity, market value of listed securities, or net income from continuing operations.

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 delisting from the Nasdaq Capital Market and trading over the counter.  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 Company’s ability to commence trading of its shares over the counter and the possible adverse consequences that may result from its delisting, 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.