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)

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

          246 Crossways Park West, Woodbury, New York       11797
          --------------------------------------------------------
            (Address of Principal Executive Offices)     (Zip Code)

                             2001 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>

                               Page 1 of 7 Pages

                        Exhibit Index Begins on Page II-5

                  (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,       500,000        $15.54        $7,770,000       $1,857.00
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 March 28, 2002 of $15.54 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 Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.

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

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

      (4) 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 6. Indemnification of Officers and Directors.

      Section   145  of   the   Delaware   General   Corporation   Law   permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain conditions and subject to certain limitations. The Company's Certificate
of Incorporation  requires the Company to indemnify its officers,  directors and
employees to the fullest extent  permitted by law as set forth in Section 102(b)
of  the  Delaware   General   Corporation   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 (i) for any breach of their duty of loyalty
to the corporation or its  stockholders;  (ii) for acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii) for  unlawful  payments of  dividends  or unlawful  stock  repurchases  or
redemptions as provided in Section 174 of the Delaware General  Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit.  In November  2001 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 $43,750.


                                      II-1
<PAGE>

Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

Exhibit
 Number                            Description
-------                            -----------
10.1        2001  Stock  Option  Plan  --   incorporated  by  reference  to  the
            Registrant's Proxy Statement on Schedule 14A filed on May 31, 2001.

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 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


                                      II-2
<PAGE>

      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 2nd day of
April, 2002.

                                             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: April 2, 2002             /s/ Frank Mandelbaum
                                -----------------------------
                                Frank Mandelbaum
                                Chairman  of  the  Board,
                                Chief  Executive Officer and Director

Date: April 2, 2002             /s/ Edwin Winiarz
                                -----------------------------
                                Edwin Winiarz
                                Senior Executive Vice President,
                                Treasurer, Chief Financial
                                Officer and Director

Date: April 2, 2002             /s/ Paul Cohen
                                -----------------------------
                                Paul Cohen
                                Director

Date: April 2, 2002             Evelyn Berezin
                                -----------------------------
                                Evelyn Berezin
                                Director

Date: April 2, 2002             /s/ Charles McQuinn
                                -----------------------------
                                Charles McQuinn
                                Director

Date: April 2, 2002             /s/ Howard Davis
                                -----------------------------
                                Howard Davis
                                Director

Date: April 2, 2002             /s/ Jeffrey Levy
                                -----------------------------
                                Jeffrey Levy
                                Director


                                      II-4
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{"company-data": {"conformed-name": "INTELLI CHECK INC", "cik": "0001040896", "assigned-sic": "7372", "irs-number": "113234779", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-85436", "film-number": "02600810"}, "business-address": {"street1": "775 PARK AVE", "city": "HUNTINGTON", "state": "NY", "zip": "11743", "phone": "5164212011"}, "mail-address": {"street1": "775 PARK AVENUE", "street2": "SUITE 340", "city": "HUNTINGTON", "state": "NY", "zip": "11743"}}
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)

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

          246 Crossways Park West, Woodbury, New York       11797
          --------------------------------------------------------
            (Address of Principal Executive Offices)     (Zip Code)

                             2001 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 II-5

                  (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,       500,000        $15.54        $7,770,000       $1,857.00
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 March 28, 2002 of $15.54 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 Annual Report on Form 10-K for the fiscal year ended
December 31, 2001.

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

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

      (4) 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 6. Indemnification of Officers and Directors.

      Section   145  of   the   Delaware   General   Corporation   Law   permits
indemnification  of directors,  officers and  employees of a  corporation  under
certain conditions and subject to certain limitations. The Company's Certificate
of Incorporation  requires the Company to indemnify its officers,  directors and
employees to the fullest extent  permitted by law as set forth in Section 102(b)
of  the  Delaware   General   Corporation   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 (i) for any breach of their duty of loyalty
to the corporation or its  stockholders;  (ii) for acts or omissions not in good
faith or which involve  intentional  misconduct  or a knowing  violation of law;
(iii) for  unlawful  payments of  dividends  or unlawful  stock  repurchases  or
redemptions as provided in Section 174 of the Delaware General  Corporation Law;
or (iv) for any transaction from which the director derives an improper personal
benefit.  In November  2001 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 $43,750.

                                      II-1
Item 7. Exemption from Registration Claimed.

      Not Applicable.

Item 8. Exhibits.

Exhibit
 Number                            Description
-------                            -----------
10.1        2001  Stock  Option  Plan  --   incorporated  by  reference  to  the
            Registrant's Proxy Statement on Schedule 14A filed on May 31, 2001.

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 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

                                      II-2
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 2nd day of
April, 2002.

                                             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: April 2, 2002             /s/ Frank Mandelbaum
                                -----------------------------
                                Frank Mandelbaum
                                Chairman  of  the  Board,
                                Chief  Executive Officer and Director

Date: April 2, 2002             /s/ Edwin Winiarz
                                -----------------------------
                                Edwin Winiarz
                                Senior Executive Vice President,
                                Treasurer, Chief Financial
                                Officer and Director

Date: April 2, 2002             /s/ Paul Cohen
                                -----------------------------
                                Paul Cohen
                                Director

Date: April 2, 2002             Evelyn Berezin
                                -----------------------------
                                Evelyn Berezin
                                Director

Date: April 2, 2002             /s/ Charles McQuinn
                                -----------------------------
                                Charles McQuinn
                                Director

Date: April 2, 2002             /s/ Howard Davis
                                -----------------------------
                                Howard Davis
                                Director

Date: April 2, 2002             /s/ Jeffrey Levy
                                -----------------------------
                                Jeffrey Levy
                                Director

                                      II-4