Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

                               INTELLI-CHECK, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          New York                                               11-3234779
--------------------------------------------------------------------------------
(State or other jurisdiction                                  (I.R.S. Employer
     of incorporation)                                         Identification
                                                               Number)

 775 Park Avenue, Suite 340, Huntington, New York                  11743
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

                             1998 Stock Option Plan
                             1999 Stock Option Plan
                            -------------------------
                            (Full Title of the Plans)

                            Arnold N. Bressler, Esq.
                    Milberg Weiss Bershad Hynes & Lerach LLP
                             One Pennsylvania Plaza
                          New York, New York 10119/0165
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (212) 594-5300
                     ---------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes Effective.

                                Page 1 of 7 Pages

                          Exhibit Index Begins on Page

                  (Facing Page Continued on the Following Page)

<PAGE>

                          (Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                    Proposed      Proposed
 Title of                            Maximum       Maximum
Securities            Amount        Offering      Aggregate         Amount of
  to be               to be         Price Per     Offering         Registration
Registered          Registered      Share (1)     Price (1)             Fee
--------------------------------------------------------------------------------

Common Shares,       1,400,000      $12.69(2)    $17,766,000          $4,690
par value $.001      shares
per share

----------
(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Based upon the average of the high and low prices of the Common Shares on
      the American Stock Exchange, Inc. on October 9, 2000 of $12.69 per share.

      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration Statement also covers such additional indeterminate number of
      shares as may become issuable pursuant to anti-dilution and adjustment
      provisions of any options to purchase shares registered hereby.

<PAGE>

                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Commission (File No. 001-15465)
pursuant to the Securities Exchange Act of 1934 are incorporated by reference
into this Registration Statement.

      (1) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2000.

      (2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000.

      (3) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.

      (4) The Company's Registration Statement on Form SB-2 (File No. 333-87797)
filed September 24, 1999 (the "Registration Statement").

      (5) Amendment No. 1 to the Registration Statement filed November 1, 1999.

      (6) Amendment No. 2 to the Registration Statement filed November 15, 1999.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interest of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Officers and Directors.

      Sections 721 through 726 inclusive of the Business Corporation Law of New
York permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations. The
Company's Certificate of


                                      II-1
<PAGE>

Incorporation requires the Company to indemnify its officers, directors and
employees to the fullest extent permitted by law, including full or partial
indemnification for any judgment, settlement or related expense. In addition,
advances of expenses to officers and directors are permitted upon an undertaking
by the person to be indemnified to repay all such expenses if he or she is
ultimately found not to be entitled to indemnification. The indemnification
provision in the Company's Certificate of Incorporation applies to all actions
and proceedings including those brought by or in the right of the Company.
Directors and officers remain liable for acts and omissions not in good faith or
which involve intentional misconduct and transactions from which such officer or
director derives improper personal benefit. In March 1999, the Company purchased
an aggregate of $5,000,000 of insurance from National Union Fire Insurance
Company of Pittsburgh for indemnification of all of its directors and officers
at a cost of $49,500.00.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

Exhibit
Number                            Description


10.1         1998 Stock Option Plan -- incorporated by reference to
             the Registrant's Registration Statement on Form SB-2
             filed September 24, 1999.

10.2         1999 Stock Option Plan -- incorporated by reference to
             the Registrant's Registration Statement on Form SB-2
             filed September 24, 1999.

23           Consent of Arthur Andersen LLP.

Item 9. Undertakings.

(1)   The undersigned Registrant hereby undertakes:

            (a) to file, during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement (i) to
      include any prospectus required by section 10(a)(3) of the Securities Act
      of 1933; (ii) to reflect in the prospectus any facts or events arising
      after the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement; and (iii) to include any material information with
      respect to the plan of distribution not previously disclosed in the
      Registration Statement or any


                                      II-2
<PAGE>

      material change to such information in the Registration Statement;
      provided, however, that paragraphs (a)(1)(i) and (a)(i)(ii) do not apply
      to information required to be included in a post-effective amendment by
      those paragraphs which are contained in periodic reports filed by the
      undersigned Registrant pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 that are incorporated by reference in this
      Registration Statement;

            (b) that, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof;

            (c) to remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

(2)         The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 that is incorporated by reference in the
      Registration Statement shall be deemed to be a new registration statement
      relating to the securities offered therein and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

            Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant has been advised that in the
      opinion of the Securities and Exchange Commission such indemnification is
      against public policy as expressed in the Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the Registrant of expenses incurred
      or paid by a director, officer or controlling person of the Registrant in
      the successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling precedent, submit
      to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act and
      will be governed by the final adjudication of such issue.


                                      II-3
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 9th day of
October, 2000.

                                            INTELLI-CHECK, INC.

                                            By:    /s/ Frank Mandelbaum
                                               ---------------------------------
                                                        Frank Mandelbaum
                                                      Chairman of the Board

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Date:  October 9, 2000                             /s/ Frank Mandelbaum
                                            ------------------------------------
                                                     Frank Mandelbaum
                                                   Chairman of the Board,
                                            Chief Executive Officer and Director


Date:  October  , 2000
                                            ------------------------------------
                                                       Kevin Messina
                                                      Senior Executive
                                                Vice President - Technology
                                           Chief Technology Officer and Director

Date:  October 9, 2000                             /s/ Edwin Winiarz
                                            ------------------------------------
                                                     Edwin Winiarz
                                             Senior Executive Vice President,
                                                Treasurer, Chief Financial
                                                   Officer and Director

Date:  October 9, 2000                                /s/ Paul Cohen
                                            ------------------------------------
                                                        Paul Cohen
                                                        Director

Date:  October 9, 2000                              /s/ Evelyn Berezin
                                            ------------------------------------
                                                       Evelyn Berezin
                                                         Director


                                      II-4
<PAGE>

Date:  October 9, 2000                               /s/ Charles McQuinn
                                            ------------------------------------
                                                        Charles McQuinn
                                                           Director

Date:  October 9, 2000                               /s/ Howard Davis
                                            ------------------------------------
                                                         Howard Davis
                                                          Director

Date:  October , 2000
                                            ------------------------------------
                                                        Jeffrey Levy
                                                         Director

                                      II-5
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Registration No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      under

                           THE SECURITIES ACT OF 1933

                                   ----------

                               INTELLI-CHECK, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          New York                                               11-3234779
--------------------------------------------------------------------------------
(State or other jurisdiction                                  (I.R.S. Employer
     of incorporation)                                         Identification
                                                               Number)

 775 Park Avenue, Suite 340, Huntington, New York                  11743
--------------------------------------------------------------------------------
(Address of Principal Executive Offices)                        (Zip Code)

                             1998 Stock Option Plan
                             1999 Stock Option Plan
                            -------------------------
                            (Full Title of the Plans)

                            Arnold N. Bressler, Esq.
                    Milberg Weiss Bershad Hynes & Lerach LLP
                             One Pennsylvania Plaza
                          New York, New York 10119/0165
                     ---------------------------------------
                     (Name and address of agent for service)

                                 (212) 594-5300
                     ---------------------------------------
                     (Telephone number, including area code,
                              of agent for service)

Approximate date of commencement of proposed sale to the public:
As Soon As Practicable After Registration Statement Becomes Effective.

                                Page 1 of 7 Pages

                          Exhibit Index Begins on Page

                  (Facing Page Continued on the Following Page)
(Continuation of Facing Page)

                         CALCULATION OF REGISTRATION FEE

--------------------------------------------------------------------------------
                                    Proposed      Proposed
 Title of                            Maximum       Maximum
Securities            Amount        Offering      Aggregate         Amount of
  to be               to be         Price Per     Offering         Registration
Registered          Registered      Share (1)     Price (1)             Fee
--------------------------------------------------------------------------------

Common Shares,       1,400,000      $12.69(2)    $17,766,000          $4,690
par value $.001      shares
per share

----------
(1)   Estimated solely for the purpose of calculating the registration fee.

(2)   Based upon the average of the high and low prices of the Common Shares on
      the American Stock Exchange, Inc. on October 9, 2000 of $12.69 per share.

      Pursuant to Rule 416(c) under the Securities Act of 1933, as amended, this
      Registration Statement also covers such additional indeterminate number of
      shares as may become issuable pursuant to anti-dilution and adjustment
      provisions of any options to purchase shares registered hereby.
PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference.

      The following documents filed with the Commission (File No. 001-15465)
pursuant to the Securities Exchange Act of 1934 are incorporated by reference
into this Registration Statement.

      (1) The Company's Quarterly Report on Form 10-QSB for the quarter ended
June 30, 2000.

      (2) The Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2000.

      (3) The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1999.

      (4) The Company's Registration Statement on Form SB-2 (File No. 333-87797)
filed September 24, 1999 (the "Registration Statement").

      (5) Amendment No. 1 to the Registration Statement filed November 1, 1999.

      (6) Amendment No. 2 to the Registration Statement filed November 15, 1999.

      All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all the securities then remaining
unsold, shall be deemed to be incorporated by reference in the Registration
Statement and to be part thereof from the date of filing of such documents.

Item 4. Description of Securities.

      Not Applicable.

Item 5. Interest of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Officers and Directors.

      Sections 721 through 726 inclusive of the Business Corporation Law of New
York permits indemnification of directors, officers and employees of a
corporation under certain conditions and subject to certain limitations. The
Company's Certificate of

                                      II-1
Incorporation requires the Company to indemnify its officers, directors and
employees to the fullest extent permitted by law, including full or partial
indemnification for any judgment, settlement or related expense. In addition,
advances of expenses to officers and directors are permitted upon an undertaking
by the person to be indemnified to repay all such expenses if he or she is
ultimately found not to be entitled to indemnification. The indemnification
provision in the Company's Certificate of Incorporation applies to all actions
and proceedings including those brought by or in the right of the Company.
Directors and officers remain liable for acts and omissions not in good faith or
which involve intentional misconduct and transactions from which such officer or
director derives improper personal benefit. In March 1999, the Company purchased
an aggregate of $5,000,000 of insurance from National Union Fire Insurance
Company of Pittsburgh for indemnification of all of its directors and officers
at a cost of $49,500.00.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

Exhibit
Number                            Description

10.1         1998 Stock Option Plan -- incorporated by reference to
             the Registrant's Registration Statement on Form SB-2
             filed September 24, 1999.

10.2         1999 Stock Option Plan -- incorporated by reference to
             the Registrant's Registration Statement on Form SB-2
             filed September 24, 1999.

23           Consent of Arthur Andersen LLP.

Item 9. Undertakings.

(1)   The undersigned Registrant hereby undertakes:

            (a) to file, during any period in which offers or sales are being
      made, a post-effective amendment to this Registration Statement (i) to
      include any prospectus required by section 10(a)(3) of the Securities Act
      of 1933; (ii) to reflect in the prospectus any facts or events arising
      after the effective date of the Registration Statement (or the most recent
      post-effective amendment thereof) which, individually or in the aggregate,
      represent a fundamental change in the information set forth in the
      Registration Statement; and (iii) to include any material information with
      respect to the plan of distribution not previously disclosed in the
      Registration Statement or any

                                      II-2
material change to such information in the Registration Statement;
      provided, however, that paragraphs (a)(1)(i) and (a)(i)(ii) do not apply
      to information required to be included in a post-effective amendment by
      those paragraphs which are contained in periodic reports filed by the
      undersigned Registrant pursuant to Section 13 or 15(d) of the Securities
      Exchange Act of 1934 that are incorporated by reference in this
      Registration Statement;

            (b) that, for the purpose of determining any liability under the
      Securities Act of 1933, each such post-effective amendment shall be deemed
      to be a new registration statement relating to the securities offered
      therein, and the offering of such securities at that time shall be deemed
      to be the initial bona fide offering thereof;

            (c) to remove from registration by means of a post-effective
      amendment any of the securities being registered which remain unsold at
      the termination of the offering.

(2)         The undersigned Registrant hereby undertakes that, for purposes of
      determining any liability under the Securities Act of 1933, each filing of
      the Registrant's annual report pursuant to Section 13(a) or 15(d) of the
      Securities Exchange Act of 1934 that is incorporated by reference in the
      Registration Statement shall be deemed to be a new registration statement
      relating to the securities offered therein and the offering of such
      securities at that time shall be deemed to be the initial bona fide
      offering thereof.

            Insofar as indemnification for liabilities arising under the
      Securities Act of 1933 may be permitted to directors, officers and
      controlling persons of the Registrant pursuant to the foregoing
      provisions, or otherwise, the Registrant has been advised that in the
      opinion of the Securities and Exchange Commission such indemnification is
      against public policy as expressed in the Act and is, therefore,
      unenforceable. In the event that a claim for indemnification against such
      liabilities (other than the payment by the Registrant of expenses incurred
      or paid by a director, officer or controlling person of the Registrant in
      the successful defense of any action, suit or proceeding) is asserted by
      such director, officer or controlling person in connection with the
      securities being registered, the Registrant will, unless in the opinion of
      its counsel the matter has been settled by controlling precedent, submit
      to a court of appropriate jurisdiction the question whether such
      indemnification by it is against public policy as expressed in the Act and
      will be governed by the final adjudication of such issue.

                                      II-3
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, State of New York, on this 9th day of
October, 2000.

                                            INTELLI-CHECK, INC.

                                            By:    /s/ Frank Mandelbaum
                                               ---------------------------------
                                                        Frank Mandelbaum
                                                      Chairman of the Board

      Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.

Date:  October 9, 2000                             /s/ Frank Mandelbaum
                                            ------------------------------------
                                                     Frank Mandelbaum
                                                   Chairman of the Board,
                                            Chief Executive Officer and Director

Date:  October  , 2000
                                            ------------------------------------
                                                       Kevin Messina
                                                      Senior Executive
                                                Vice President - Technology
                                           Chief Technology Officer and Director

Date:  October 9, 2000                             /s/ Edwin Winiarz
                                            ------------------------------------
                                                     Edwin Winiarz
                                             Senior Executive Vice President,
                                                Treasurer, Chief Financial
                                                   Officer and Director

Date:  October 9, 2000                                /s/ Paul Cohen
                                            ------------------------------------
                                                        Paul Cohen
                                                        Director

Date:  October 9, 2000                              /s/ Evelyn Berezin
                                            ------------------------------------
                                                       Evelyn Berezin
                                                         Director

                                      II-4
Date:  October 9, 2000                               /s/ Charles McQuinn
                                            ------------------------------------
                                                        Charles McQuinn
                                                           Director

Date:  October 9, 2000                               /s/ Howard Davis
                                            ------------------------------------
                                                         Howard Davis
                                                          Director

Date:  October , 2000
                                            ------------------------------------
                                                        Jeffrey Levy
                                                         Director

                                      II-5