FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * RAO ASHOK   2. Issuer Name and Ticker or Trading Symbol INTELLI CHECK INC [IDN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 246 CROSSWAYS PARK WEST 3. Date of Earliest Transaction (Month/Day/Year) 07/27/2005 (Street) WOODBURY, NY 11797 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (Right to Buy)

$ 4.98

07/27/2005

A

7,500

07/27/2005

07/27/2015

Common Stock

7,500

$ 0

7,500

D

Option (Right to Buy)

$ 5.64

06/08/2005

A

3,000

06/08/2005

06/08/2015

Common Stock

3,000

$ 0

3,000

D

Option (Right to Buy)

$ 4.37

12/03/2004

A

75,000 (1)

12/03/2004

07/08/2014

Common Stock

75,000 (1)

$ 0

75,000 (1)

D

Option (Right to Buy)

$ 4.55

01/11/2005

A

3,000

01/11/2005

01/11/2015

Common Stock

3,000

$ 0

3,000

D

Option (Right to Buy)

$ 4.55

01/11/2005

A

60,000 (2)

01/11/2005

01/11/2010

Common Stock

60,000 (2)

$ 0

60,000 (2)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
RAO ASHOK 246 CROSSWAYS PARK WEST WOODBURY, NY 11797	X

Signatures

/s/ Ashok Rao		08/05/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Currently exercisable to the extent of 50,000 with the remaining 25,000 becoming exercisable on the next anniversary of the date of grant provided the reporting person remains a member of the Board of Directors.
(2)	Currently exercisable to the extent of 10,000 with the remaining 50,000 becoming exercisable upon the reporting person reaching certain performance based goals.

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