AS FILED WITH THE SECURITIES AND EXCHANGE
                           COMMISSION ON JUNE 8, 2001.

                                                      Registration No. 333-59494


================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                 AMENDMENT NO. 1
                                   TO FORM S-3


             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                                   ----------

                               Intelli-Check, Inc.

             (Exact name of registrant as specified in its charter)

           DELAWARE                                              113234779
(State or other jurisdiction of                              (I.R.S. Employee
 incorporation or organization                            Identification Number)

                             246 Crossways Park West
                            Woodbury, New York 11797
                                 (516) 992-1900

  (Address, including zip code, and telephone number, including area code, of
                   registrant's principal executive offices)

                                Frank Mandelbaum
                      Chairman and Chief Executive Officer
                               Intelli-Check, Inc.
                             246 Crossways Park West
                            Woodbury, New York 11797

       (Name, address, including zip code, and telephone number, including
                        area code, of agent for service)

Copies to:  Arnold Bressler, Esq.
Milberg Weiss Bershad Hynes & Lerach, LLP
One Pennsylvania Plaza
New York, New York  10119-0165

APPROXIMATE  DATE OF COMMENCEMENT  OF PROPOSED SALE TO THE PUBLIC:  From time to
time after this Registration Statement becomes effective.



If the only securities  being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. |_|

If any of the  securities  being  registered on this Form are to be offered on a
delayed or continuous  basis  pursuant to Rule 415 under the  Securities  Act of
1933 (as defined below),  other than securities  offered only in connection with
dividend or interest reinvestment plans, check the following box. |X|

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the  Securities  Act  registration  statement  number of the  earlier  effective
registration statement for the same offering. |_|

If this Form is a  post-effective  amendment filed pursuant to Rule 462(c) under
the  Securities  Act,  check  the  following  box and  list the  Securities  Act
registration  statement number of the earlier effective  registration  statement
for the same offering. |_|

If delivery  of the  prospectus  is  expected  to be made  pursuant to Rule 434,
please check the following box. |_|

                         CALCULATION OF REGISTRATION FEE




========================================================================================================
TITLE OF EACH CLASS                            MAXIMUM         PROPOSED MAXIMUM
OF SECURITIES TO BE         AMOUNT TO BE    OFFERING PRICE    AGGREGATE OFFERING        AMOUNT OF
REGISTERED                   REGISTERED     PER SHARE (1)          PRICE (1)        REGISTRATION FEE (5)
--------------------------------------------------------------------------------------------------------
                                                                           
Common Stock $.001
par value per share          970,076(3)       $8.5(2)(4)       $8,245,646(2)(4)        $2,061.41(2)
========================================================================================================



(1)   Calculated pursuant to Rule 457 under the Securities Act of 1933.
(2)   Dividend distribution to holders of Common Stock.
(3)   Reflects up to 970,076  shares of Common Stock  issuable  upon exercise of
      Common Stock  Purchase  Rights (the  "Rights")  that will be issued by the
      Company as a dividend  to its Common  Stockholders  of record on March 30,
      2001.  The Rights will be  distributed  as soon as  practicable  after the
      effective date of this Registration Statement.  Rights will also attach to
      shares of Common  Stock  underlying  vested  stock  options  and  warrants
      outstanding  on March 30, 2001.  These Rights will be issued upon exercise
      of such options and warrants.
(4)   Based upon the $8.50 per share exercise price of the Rights.

(5)   Previously paid.


The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities Act or until this  Registration  Statement shall become  effective on
such date as the Securities  and Exchange  Commission,  Acting  Pursuant to said
Section 8(a), may determine.

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                                      -2-



                   SUBJECT TO COMPLETION - DATED JUNE 8, 2001


================================================================================

PROSPECTUS
______________, 2001

                               Intelli-Check, Inc.

                         970,076 Shares of Common Stock

================================================================================

      Our Board of  Directors  declared a  dividend  of rights to  purchase  our
common stock to holders of record as of March 30, 2001. Through this prospectus,
we are offering the shares of common stock that  rightsholders may purchase upon
exercising the rights. These rights cannot be transferred.

-     You will  receive one right for each ten shares of our common  stock which
      you own on the record  date of March 30,  2001.  For each right  which you
      exercise,  you will be able to purchase one share of our common stock at a
      price of $8.50.

-     We will not issue fractional rights or fractional  shares, and we will not
      pay cash in place of rights or fractional shares.

-     The rights are  non-transferrable  and holders  who want to exercise  must
      certify  that they have held the common  stock to which the rights  attach
      continuously from March 30, 2001 through the exercise date.


-     The rights are  exercisable  beginning on the date of this  prospectus and
      continuing until 5:00 p.m. Eastern Standard Time on ___________, 2002, the
      expiration date. If you want to participate in this rights  dividend,  you
      must submit your subscription  documents to us before the expiration date,
      in the manner described in this  prospectus.  The duration of the offering
      of the common stock  underlying  the rights will be for one year beginning
      on the date the registration  statement of which this prospectus is a part
      is declared  effective.  We  anticipate  that the latest  date  reasonably
      expected for the termination of this offering is December 2002.


-     The  rights  are  redeemable  at our  option,  upon 30 days'  notice  at a
      redemption price of $0.01 per right, if the last sale price for our common
      stock exceeds $10.50 for 20  consecutive  trading days or upon a change of
      control.

                              Offering Price: $8.50

      Our common stock is quoted on the American Stock Exchange under the symbol
"IDN."

      Our principal  executive  offices are located at 246  Crossways  Park West
Woodbury, New York 11797, and our telephone number is (516) 992-1900.

                                   ----------

      This investment  involves risk. See "Risk Factors" beginning on page 5 for
a discussion of certain  material factors that you should consider in connection
with an investment in our common stock.


                                      -3-


         Neither the Securities and Exchange Commission nor any state securities
commission has approved or  disapproved  of these  securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.

         No dealer,  salesperson or other person has been authorized to give any
information or to represent  anything not contained in the  prospectus.  You may
not rely on any  unauthorized  information or  representations.  We may not sell
these  securities  until the date of this  prospectus.  The prospectus is not an
offer to sell these  securities  and it is not  soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

================================================================================

                                TABLE OF CONTENTS

                                                                            Page

Risk Factors ..............................................................    5

Use of Proceeds ...........................................................    7
Determination of Offering Price ...........................................    7

Plan of Distribution ......................................................    8
Description of Rights .....................................................    8
Certain Federal Income Tax Considerations .................................   13

Legal Matters .............................................................   17
Experts ...................................................................   17
Where You Can Find More Information .......................................   17


================================================================================


                                      -4-


      This prospectus contains  forward-looking  statements based on our current
expectations,  assumptions,  estimates and projections about our Company and our
industry.  Our actual results could differ  materially from those anticipated in
these forward-looking  statements as a result of various factors,  including all
the risks  discussed in "Risk Factors" and elsewhere in this  prospectus.  We do
not undertake to update publicly any forward-looking  statements for any reason,
even if new information becomes available or other events occur in the future.

                                  RISK FACTORS

      You should carefully consider the following factors and other information.
The risks and  uncertainties  described  below are not the only ones  facing us.
Additional  risks and  uncertainties  may also  adversely  impair  our  business
operations.  If  any  of the  following  risks  actually  occur,  our  business,
financial  condition or results of operations  could be materially and adversely
affected.

Because we have experienced  losses and expect our expenses to increase,  we may
not be able to achieve profitability.

      We  have  incurred  operating  losses  since  our  inception.  We  had  an
accumulated  deficit of  $6,936,011  at December 31, 2000.  We cannot assure you
that  our  revenues  will  become  significant  or  that we  will  ever  achieve
profitable operations.

If we are unable to obtain additional financing when needed, we will be required
to curtail our marketing and production plans and possibly cease operations.

      Our capital  requirements  have been and will continue to be  significant.
Not  including  the proceeds  received by us from the sale of the shares in this
offering,  if any, we currently anticipate that our available cash resources and
expected  revenues combined with either the exercise of the expiring warrants by
our  warrantholders  before  expiration  or the  exercise of the warrants by our
warrantholders  should we be able to redeem them, will be sufficient to meet our
anticipated  working  capital  and  capital  expenditure   requirements  through
December 31, 2001.  If we fail to attain  significant  sales or a positive  cash
flow, we may be required to reduce  certain costs or seek  additional  equity or
debt  financing to fund the costs of our  operations.  We cannot assure you that
additional  financing  will be  available  to us when  needed,  on  commercially
reasonable terms, or at all.

We depend on our intellectual property, which may not be fully protected.

      We depend upon technology and know-how to differentiate  our products from
those of our competitors. We rely on a combination of our patent and trademarks,
trade secret laws and  nondisclosure  and  confidentiality  agreements  with our
employees and others with whom we do business, to protect our technology.  There
can be no assurance that these will provide meaningful  protection for our trade
secrets  or  proprietary  know-how  in  the  event  of any  unauthorized  use or
disclosure.  In addition,  others may obtain access to or independently  develop
technologies or know-how similar to ours.

A third party is seeking to invalidate our patent.

      The IdentiScan Company, LLC offers a product that electronically reads and
calculates  age  from a driver  license.  In  August  1999,  IdentiScan  filed a
complaint against us in Connecticut which


                                      -5-


seeks to have the IdentiScan  product declared  non-infringing on our patent and
seeks to have our patent declared invalid.  The complaint does not seek monetary
damages.  We believe that our patent, to which we hold clear title, is valid and
fully  enforceable,  and  we  are  vigorously  defending  it.  We  also  believe
IdentiScan's  claim of  non-infringement  is without merit.  In October 1999, we
made  a  motion  to  dismiss   IdentiScan's  claim  for  lack  of  jurisdiction.
Subsequently,  IdentiScan  withdrew  its  suit  against  us and  re-filed  it in
Delaware  where  it is in the  preliminary  stages.  If our  patent  were  to be
declared  invalid or if our patent were to be otherwise  limited,  we believe it
would have an adverse  effect on our business and future  success  because other
companies,  including  IdentiScan,  might  be  able  to use  some  or all of the
technology  covered  by our patent to develop  and  market  products  which will
directly compete with our products. Furthermore, if we were required to devote a
significant  portion of our funds to defend our patent, we would have less money
available for other purposes.

We currently  rely on one hardware  supplier to provide us with the terminals we
need to run our ID-Check software.  Delays and inconsistencies in the quality of
the terminals could result in lost sales.

      Welch Allyn, Inc. supplies us with our hardware  terminals,  which run our
patented software.  If Welch Allyn does not meet our delivery  requirements,  we
may have to seek an alternate  supplier.  While we believe  alternate  suppliers
would be available,  any delay in securing a new source on satisfactory terms or
within the time  frame to meet our sales  goals  could  have a material  adverse
effect on our marketing  plans.  Since we will not have direct  control over the
manufacturing  process, the possibility of delays and inconsistencies in quality
could  result in the failure to fulfill  sales  orders and the  cancellation  of
potential orders, which could damage our reputation.

If  governmental  agencies were to stop sharing data with us, our business would
be damaged.

      Currently,  a number of states and Canadian provinces which conform to the
guidelines  established by standardization bodies cooperate with us by providing
sample  driver  licenses  and  identification  cards so that we may  program the
ID-Check  terminal  to read and analyze  the  encoded  information  found on the
driver  licences  and  identification  cards.  We cannot  assure  you that these
jurisdictions will continue to cooperate with us.

Future government  regulation  restricting access to information  electronically
stored on driver licenses could adversely affect our business.

      Our  products  can be used to capture  information  from driver  licenses.
Currently,  our customers are not legally restricted from using this information
for their own use.  Because  issues of personal  privacy  are  currently a major
topic of public policy debate,  it is possible that in the future  merchants may
be  restricted  from  capturing  this  information.  In  that  event,  we  could
anticipate an adverse effect on our business.

If we fail to conform to emerging  technological  standards,  our products could
become outdated and less attractive to potential customers.

      Our success  depends upon our ability to maintain and develop  competitive
technologies  to  continue to enhance  our  products  and to conform to emerging
technological standards in a timely and cost-effective manner.  Developing these
products may require  substantial time and expense. We


                                      -6-


cannot assure you that we will be able to respond quickly,  cost-effectively  or
sufficiently  to  developments  affecting our market.  Our  business,  financial
condition  and operating  results may be adversely  affected if we are unable to
anticipate or respond quickly to any developments.

We may not be able to attract and retain the key personnel we need to succeed.

      In order to  successfully  implement our business plan, we need to attract
and retain qualified and experienced managerial,  technical and sales personnel.
Competition for the type of qualified  individuals  that we seek is intense.  We
cannot assure you that we will be able to retain  existing  employees or that we
will be able to attract and retain the qualified personnel we need.

Our success depends on our senior officers.


      Our success depends on our senior officers, Frank Mandelbaum, our Chairman
of the Board and Chief Executive  Officer,  Bob Holloway,  our Senior  Executive
Vice   President-Sales   and  Edwin   Winiarz,   our   Senior   Executive   Vice
President-Finance  and Treasurer and Chief Accounting  Officer.  The loss of the
services  of any of them could  materially  and  adversely  affect us. We do not
intend to obtain "key man" life insurance on the lives of these individuals.


Our stock price could be extremely volatile.

      The trading  price of our common stock may be highly  volatile as a result
of factors  specific to us or  applicable to our market and industry in general.
These factors, include:

      o     variations in our annual or quarterly  financial results or those of
            our competitors;

      o     changes by financial  research analysts in their  recommendations or
            estimates of our earnings;

      o     conditions  in  the  economy  in  general  or  in  the   information
            technology service sector in particular;

      o     announcements  of  technological  innovations  or  new  products  or
            services by us or our competitors; and

      o     unfavorable publicity or changes in applicable laws and regulations,
            or their judicial or administrative interpretations, affecting us or
            the information technology service sectors.

                                USE OF PROCEEDS

      We will use the net  proceeds,  if any,  realized from the exercise of the
rights for working capital and for general corporate purposes, at the discretion
of our management.

                         DETERMINATION OF OFFERING PRICE

      The offering  price of the shares  offered upon  exercise of the rights is
$8.50 per share.  We  determined  the  exercise  price per right and it bears no
relationship to the market price of our common


                                      -7-


stock,  the  prevailing  market  conditions,  our  operating  results  in recent
periods, our book value or other recognized criteria of value.

                              PLAN OF DISTRIBUTION


      The rights  entitle  the  holders to acquire up to  approximately  970,076
shares  of  common  stock on a fully  diluted  basis  assuming  all  rights  are
exercised upon payment of the applicable exercise price. We issued the rights as
a dividend to all of our  stockholders of record on March 30, 2001.  Rights also
attached  to shares of common  stock  underlying  all vested  stock  options and
warrants outstanding on March 30, 2001.

      We are  offering  the shares of common  stock  underlying  the rights.  No
underwriter or placement  agent has been engaged to assist us in this regard and
no commissions or similar compensation will be paid to any person. The shares of
common  stock to be issued upon  exercise of the rights are offered on a delayed
or continuous  basis pursuant to Rule 415 under the Securities Act. Our transfer
agent,  Continental Stock Transfer & Trust Company is acting as our rights agent
to effect the exercise of the rights and the issuance of the  underlying  common
stock.  Thus, we  anticipate  that our  officers'  and  employees'  role will be
limited to:

            o  responding  to inquiries  of a potential  purchaser  provided the
response is limited to information  contained in the  registration  statement of
which this prospectus is a part and

            o ministerial  and clerical work involved in effecting  transactions
pertaining to the sale of the common stock underlying the rights.


                              DESCRIPTION OF RIGHTS

GENERAL


      The shares of common  stock  being  offered  are  issuable to you upon the
exercise of the rights.  Stockholders of record on March 30, 2001 will receive a
dividend of one right for every ten (10) shares of common  stock that they hold.
The rights will be  distributed  as soon as  practicable  after the date of this
prospectus.  Each Right will  entitle the holder to purchase one share of common
stock at an exercise price of $8.50.  The rights are  exercisable for a one-year
period beginning on the date of this prospectus. The one-year duration runs from
the date the registration statement pertaining to the underlying common stock is
declared effective.  Because we do not know when the registration statement will
be declared effective,  we cannot definitively state when we expect the offering
to be  terminated,  but we would  anticipate  that the  latest  date  reasonably
expected for termination of this offering is December 2002.  Holders who wish to
exercise their rights must certify that they have held the common stock to which
the rights attach continuously from March 30, 2001 through the exercise date.


      Holders of vested  stock  options and holders of  outstanding  warrants to
purchase  common  stock as of March 30,  2001 also will be  entitled  to receive
rights based on the number of shares of common stock underlying the vested stock
options or warrants held on the respective  record dates.  One right will attach
to every ten (10) shares of common stock  underlying  vested  stock  options and
warrants held of record on March 30, 2001. The number of rights  relating to the
amount of common


                                      -8-


stock purchased upon exercise of vested stock options or warrants will be issued
to the vested  stock  option  holders or warrant  holders  upon  exercise of the
vested stock options or warrants.

      Beneficial  owners  of  common  stock who are not  record  holders  should
contact the nominee rightsholder to obtain a separate rights certificate.  See "
-- Exercise of Rights."

NON-TRANSFERABLE

      The rights are not transferable and bear a legend to that effect.

EXPIRATION

      In the event the rights are not exercised  within the applicable  one-year
period, all unexercised rights will expire and will no longer be exercisable. We
may extend the rights  exercise  period if  authorized by our Board of Directors
and will give thirty  (30) days'  notice to the  rightsholders.  The rights will
expire and become  unexerciseable  upon  conclusion of the  applicable  exercise
period, or any extension.

REDEMPTION

      The  rights  are  redeemable  at our  option,  upon 30 days'  notice  at a
redemption price of $0.01 per right, if the last sale price for our common stock
exceeds $10.50 for 20 consecutive trading days or upon a change of control.  The
exercise  price,  number and kind of shares to be received  upon exercise of the
rights are subject to  adjustment,  in the discretion of our Board of Directors,
on the occurrence of certain events, such as stock splits,  stock dividends or a
recapitalization.  If there is a  liquidation,  dissolution or winding up of our
company,   the  rightsholders  will  not  be  entitled  to  participate  in  the
distribution  of  our  assets.  Additionally,   rightsholders  have  no  voting,
pre-emptive,  liquidation or other rights of stockholders, and no dividends will
be declared on the rights or the shares underlying the rights.

      A change of control means any event where:

      o     any person or group is or  becomes  the  beneficial  owner of shares
            representing  more  than  50% of the  combined  voting  power of the
            then-outstanding  securities entitled to vote generally in elections
            of directors.

      o     we  consolidate  with or merge  into any other  corporation,  or any
            other corporation  merges into us, and, our outstanding common stock
            is  reclassified  into  or  exchanged  for  any  other  property  or
            security,   unless  our   stockholders   immediately   before   such
            transaction own, directly or indirectly  immediately  following such
            transaction, at least a majority of the combined voting power of the
            outstanding voting securities of the corporation resulting from such
            transaction in substantially  the same proportion as their ownership
            immediately before such transaction.

      o     we convey,  transfer or lease all or substantially all of our assets
            to any  corporation  (or other  entity)  or any time the  continuing
            directors  do not  constitute  a majority of our Board of  Directors
            (or, if applicable, a successor corporation to us).


                                      -9-


      "Continuing  directors" means as of any date of determination,  any member
of our Board of Directors who:

      o     was a  member  of our  Board  of  Directors  on  the  date  of  this
            prospectus; or

      o     was nominated for election or elected to our Board of Directors with
            the  approval of a majority  of the  continuing  directors  who were
            members of the board at the time of the nomination or election.

EXERCISE OF RIGHTS

      The rights may be exercised only to the extent that  beneficial  ownership
of some or all of the shares to which the rights  relate have been  continuously
held  from  March 30,  2001 or the date on which a holder of a vested  option or
warrant exercises  through the date of exercise of the rights.  Any transfers of
beneficial   ownership  of  shares   between   March  30,  2001  or  the  vested
option/warrant  exercise date, will correspondingly reduce the number of rights,
that may be exercised. To illustrate:

      o     A rightsholder  who  beneficially  owns 100 shares on March 30, 2001
            will  receive ten (10) rights  (based on the 1:10 ratio of rights to
            shares held).

      o     If,  between  March 30, 2001 and the date of exercise of the rights,
            the rightsholder transfers beneficial ownership of 20 out of the 100
            shares, then the rightsholder may only exercise eight of the rights.

      o     If,  between  March 30, 2001 and the date of exercise of the rights,
            the rightsholder instead transfers beneficial ownership of 11 out of
            the 100 shares,  then the rightsholder still may only exercise eight
            of the rights  because  fractional  rights are  rounded  down to the
            nearest whole right.

      A rightsholder  who is both the record holder and beneficial  owner of the
shares of common stock to which the rights  relate must certify as to the number
of shares  beneficially  owned on March 30,  2001 or the  vested  option/warrant
exercise  date,  as  applicable.  The  rightsholder  must also certify as to the
number of shares that, as of the date of exercise,  continue to be  beneficially
owned,  having  not  been  transferred  since  March  30,  2001  or  the  vested
option/warrant exercise date, as applicable.

      A rightsholder who holds shares of common stock for the account of others,
such as a broker,  a trustee or a depository for  securities  must certify as to
the  number  of  shares  beneficially  owned on  March  30,  2001 or the  vested
option/warrant exercise date, as applicable,  by each beneficial owner for which
the  rightsholder  holds  shares.  Rightsholders  must  also  certify  as to the
corresponding number of shares that, as of the date of exercise,  continue to be
beneficially  owned,  having not been  transferred  since  March 30, 2001 or the
vested option/warrant exercise date, as applicable.

      We intend to monitor  beneficial  ownership by  rightholders  who elect to
exercise all or a portion of their rights.

      Rights may be exercised by  delivering  to  Continental  Stock  Transfer &
Trust Company, the rights agent, on or prior to 5:00 p.m., New York time, on the
expiration date, the properly completed


                                      -10-


and  executed  rights  certificate  evidencing  the  rights  with  any  required
signature  guarantees,  together with payment in full of the exercise  price for
each right exercised. The payment in full must be by:

      o     check drawn upon a U.S. bank or postal, telegraphic or express money
            order payable to Continental Stock Transfer & Trust Company as agent
            for Intelli-Check, Inc.; or

      o     wire transfer of funds to the account maintained by the rights agent
            for this purpose. For the rights agent's wire transfer  information,
            please call (212) 509-4000 extension 535.

Payment of the exercise price will be deemed to have been received by the rights
agent only upon

      o     clearance of any uncertified check,

      o     receipt  by the rights  agent of any  certified  check  drawn upon a
            United  States bank or of any postal,  telegraphic  or express money
            order, or

      o     receipt  of good  funds in the  rights  agent's  account  designated
            above.

      If paying by uncertified  personal check,  please note that it may take at
least five  business  days to clear.  Accordingly,  holders  who wish to pay the
exercise  price by means of an  uncertified  personal  check  are  urged to make
payment  sufficiently  in advance of the  expiration  date to ensure  that their
payment is received and clears by the expiration  date and are urged to consider
payment by means of certified or cashier's  check,  money order or wire transfer
of funds.

      If a rightsholder  wishes to exercise rights, but time will not permit the
rightsholder to cause the rights certificate or rights  certificates  evidencing
the rights to reach the rights  agent on or prior to the  expiration  date,  the
rights may still be exercised if all of the following conditions are met:

      o     the  rightsholder  has made payment of the  exercise  price for each
            share of common  stock  being  subscribed  for and the rights  agent
            receives this payment on or prior to the expiration date;

      o     the rights agent  receives,  on or prior to the  expiration  date, a
            guaranteed   notice  in  the  form   distributed   with  the  rights
            certificates, from a member firm of a registered national securities
            exchange  or a member  of the  National  Association  of  Securities
            Dealers,  Inc., or from a commercial bank or trust company having an
            office or correspondent in the United States, stating:

            o     the name of the exercising rightsholder,

            o     the number of rights represented by the rights  certificate(s)
                  held by the exercising rightsholder,

            o     the  number  of shares of common  stock  being  purchased  and
                  guaranteeing  the  delivery to the rights  agent of any rights
                  certificate(s)  evidencing  the rights  within three  American
                  Stock  Exchange   trading  days  following  the  date  of  the
                  guaranteed notice; and


                                      -11-



      o     the  properly  completed  rights  certificate(s),  with any required
            signatures guaranteed,  is received by the rights agent within three
            American  Stock  Exchange  trading  days  following  the date of the
            guaranteed  notice.  The  guaranteed  notice may be delivered to the
            rights  agent in the  same  manner  as  rights  certificates  at the
            addresses set forth above, or may be transmitted to the rights agent
            by facsimile transmission (telecopy no. (212) 616-7610).  Additional
            copies of the form of guaranteed  notice are available  upon request
            from the rights agent,  whose address and telephone  numbers are set
            forth below.


      A rightsholder who holds shares of common stock for the account of others,
such as a broker,  a trustee or a depository for  securities,  should notify the
respective  beneficial  owners of such shares as soon as  possible to  ascertain
such beneficial  owner's  intentions and to obtain  instructions with respect to
the rights.  If the  beneficial  owner so  instructs,  the record holder of such
rights should complete the rights  certificate and submit it to the rights agent
with the proper payment.  In addition,  the beneficial  owner of common stock or
rights held through such a holder of record should contact the  rightsholder and
request  the  rightsholder  to  effect   transactions  in  accordance  with  the
beneficial owner's instructions.

      Unless a rights certificate provides that the shares of common stock to be
issued  pursuant  to  the  exercise  of  rights  are  to  be  delivered  to  the
rightsholder  or is submitted for the account of an  institution,  signatures on
such rights certificate must be guaranteed by an eligible institution.

      If either the number of shares being  subscribed  for is not  specified on
the  rights  certificate,  or the  amount  delivered  is not  enough  to pay the
exercise  price for all  shares  stated to be  purchased,  the  number of shares
purchased  will be assumed to be the maximum amount that could be purchased upon
payment of such amount,  after allowance for the exercise price of any specified
shares.

                DO NOT SEND RIGHTS CERTIFICATES TO INTELLI-CHECK.

      The method of delivery of rights  certificates and payment of the exercise
price to the rights agent will be at the election and risk of the  rightsholder,
but if sent by mail it is  recommended  that such  certificates  and payments be
sent by registered mail,  properly insured,  with return receipt requested,  and
that a  sufficient  number of days be allowed to ensure  delivery  to the rights
agent and  clearance  of  payment  prior to 5:00  p.m.,  New York  time,  on the
expiration  date.  Because  uncertified  personal  checks may take at least five
business days to clear,  rightsholders are strongly urged to pay, or arrange for
payment,  by means of certified or cashier's check, money order or wire transfer
of funds.

      All questions concerning the timeliness, validity, form and eligibility of
any exercise of rights will be determined by us, and our determinations  will be
final and binding.  We may waive any defect or irregularity,  permit a defect or
irregularity  to be corrected  or reject the exercise of any right.  Rights will
not be deemed to have been received or accepted  until all  irregularities  have
been waived or cured within such time as we determine. Neither Intelli-Check nor
the rights  agent will be under any duty to give  notification  of any defect or
irregularity in connection  with the submission of rights  certificates or incur
any liability for failure to give such notification.


                                      -12-


      Any  questions  or  requests  for  assistance  concerning  the  method  of
exercising  rights or requests for additional  copies of this  prospectus or the
guaranteed  notice  should be  directed to the rights  agent  whose  address and
telephone numbers are set forth on the rights certificate.

NO REVOCATION

      Once a  rightsholder  has  exercised  rights,  such  exercise  may  not be
revoked.

                    CERTAIN FEDERAL INCOME TAX CONSIDERATIONS

GENERAL


      The following is a general  discussion of certain U.S.  federal income tax
considerations applicable upon the issuance,  exercise,  redemption and lapse of
the rights issued to the stock rightsholders,  option rightsholders, and warrant
rightsholders.  This summary is based on provisions of the Internal Revenue Code
of 1986,  as amended  (the  "Code"),  regulations  of the  Treasury  Department,
administrative  rulings and  pronouncements  of the Internal Revenue Service and
judicial  decisions  currently  in effect,  all of which are  subject to change,
possibly with retroactive effect. This discussion does not deal with all aspects
of  federal   income   taxation  that  may  be  relevant  to  particular   stock
rightsholders, option rightsholders, and warrant rightsholders in light of their
personal investment  circumstances (for example, to persons holding common stock
as  part  of a  conversion  transaction  or  as  part  of  a  hedge  or  hedging
transaction,  or as a position  in a  straddle  for tax  purposes),  nor does it
discuss   federal  income  tax   considerations   applicable  to  certain  stock
rightsholders, option rightsholders and warrant rightsholders subject to special
treatment under the federal income tax laws (for example,  insurance  companies,
tax-exempt  organizations,  financial institutions or broker-dealers,  taxpayers
subject to the alternative minimum tax, or non-United States persons).

      This   discussion   only   addresses  the  stock   rightsholders,   option
rightsholders,  and warrant  rightsholders  who will both hold their  respective
interests  in  Intelli-Check  as capital  assets and will hold any common  stock
received upon exercise of the rights as capital  assets  (persons who may not be
holding their interests in  Intelli-Check  as capital assets might include,  for
example, securities dealers or traders who do not hold their interests primarily
for investment or who treat their  interests as inventory for federal income tax
purposes).  In  addition,  this  discussion  does not consider the effect of any
foreign,  state,  local,  gift or estate or other tax laws  which may apply to a
particular  investor.  No  ruling  has  been  or  will be  sought  from  the IRS
concerning the tax issues addressed in this  prospectus,  and such issues may be
subject  to  substantial  uncertainty  resulting  from the  lack of  definitive,
judicial   or   administrative   authority   and   interpretations.   All  stock
rightsholders,  option  rightsholders,  and warrant  rightsholders  are urged to
consult with their own tax advisors  regarding the specific tax  consequences to
them of the rights  dividend,  including the effects of federal,  state,  local,
foreign, and other tax laws.


TAX CONSEQUENCES TO STOCK RIGHTSHOLDERS

      Distribution  of Rights.  Holders of our common  stock will not  recognize
taxable income for federal income tax purposes upon distribution of the rights.


                                      -13-



      Basis And Holding  Period.  Except as provided in the following  sentence,
the basis of the rights received by a shareholder as  distribution  with respect
to such  shareholder's  common stock will be zero. If,  however,  either (1) the
fair market  value of the rights on their date of issuance is 15% or more of the
fair market  value (on the date of issuance) of the common stock with respect to
which they are received or (2) the shareholder  properly  elects,  in his or her
federal income tax return for the taxable year in which the rights are received,
to  allocate  part of the basis of such common  stock to the  rights,  then upon
exercise, the shareholder's basis in such common stock will be allocated between
the common stock and the rights in  proportion to the fair market values of each
on the date of issuance. The holding period of a shareholder with respect to the
rights  received  as a  distribution  on such  shareholder's  common  stock will
include the  shareholder's  holding  period for the common stock with respect to
which the rights were distributed.


      Redemption of Rights.  If we redeem  rights held by a stock  rightsholder,
the  stock  rightsholder  will  recognize  capital  gain  or loss  equal  to the
difference between the redemption price and the stock  rightsholder's  basis, if
any, in those rights.


      Lapse of Rights.  Stock  rightsholders who allow the rights issued to them
to lapse will not recognize any gain or loss, and no adjustment  will be made to
the basis of the common stock,  if any, they own.


      Exercise of Rights. If a stock  rightsholder  exercises rights, the holder
will recognize  taxable income at the time the rights are exercised in an amount
equal to the excess,  if any, of the fair  market  value of the common  stock at
that time over the exercise price. That income would be taxed at ordinary income
rates  and any gain or loss  recognized  on the  subsequent  disposition  of the
common stock so acquired would be treated as a capital gain or loss.

TAX CONSEQUENCES TO OPTION RIGHTSHOLDERS


      Issuance  of  Rights.  No gain or loss  should  be  recognized  by  option
rightsholders  in connection  with the issuance of the rights provided that when
issued the rights do not have a readily  ascertainable  fair market value within
the meaning of the Treasury Regulations. We believe that rights issued to option
rightsholders  should  not be  treated  as having a readily  ascertainable  fair
market value  because the rights are  non-transferable  and,  thus,  will not be
actively traded on an established market and the fair market value of the rights
otherwise cannot be measured with reasonable accuracy.


      Redemption of Rights. If we redeem rights held by an option  rightsholder,
the option rightsholder should recognize ordinary income equal to the redemption
price of those rights.

      Lapse of Rights.  Option  rightsholders who allow rights issued to them to
lapse will not recognize any gain or loss, and no adjustment will be made to the
basis, if any, of any other  ownership  interest in  Intelli-Check  owned by the
option rightsholders.

      Exercise of Rights.  If an option  rightsholder  exercises their option to
purchase  common  stock,  upon the exercise of the rights that  attached to such
common stock, the holder will recognize


                                      -14-


taxable  income at the time the rights are  exercised  in an amount equal to the
excess,  if any, of the fair market  value of the common stock at that time over
the exercise price.  That income would be taxed at ordinary income rates and any
gain or loss  recognized on the  subsequent  disposition  of the common stock so
acquired would be treated as a capital gain or loss.

      The tax basis of the  common  stock  acquired  by an  option  rightsholder
through the  exercise  of rights  will be equal to the fair market  value of the
common  stock on the date of  exercise  and the  holding  period for that common
stock generally will begin on the day following exercise.

TAX CONSEQUENCES TO WARRANT RIGHTSHOLDERS

      Warrants  Issued for Services.  In the case of warrants  issued to warrant
rightsholders in connection with the performance of services, the federal income
tax  consequences   arising  upon  the  issuance  of  rights  to  those  warrant
rightsholders and upon the redemption,  lapse or exercise of those rights should
be  the  same  as  for  rights  issued  to  option  rightsholders.  See  " - Tax
Consequences to option  rightsholders"  above.  The following  discussion of the
federal income tax  consequences  arising upon the issuance of rights to warrant
rightsholders and upon the redemption, lapse or exercise of those rights applies
only to warrant  rightsholders  who did not receive their warrants in connection
with the performance of services.

      Issuance of rights. No applicable  authority  addresses the federal income
tax consequences  arising upon the issuance of rights to warrant  rightsholders.
Because  rights  will  not be  exercisable  by  warrant  rightsholders  prior to
exercise of their warrants,  substantial  uncertainty  exists regarding when the
rights  will be treated as  distributed  to warrant  rightsholders  for  federal
income tax purposes. If the rights are treated as distributed upon exercise of a
warrant,  we  believes  the  receipt  of  rights at that  time  likely  will not
constitute  a taxable  distribution.  If,  however,  the rights  are  treated as
distributed to a warrant rightsholder before exercise of the warrant, we believe
the  issuance of the rights to warrant  rightsholders  likely will  constitute a
taxable  distribution.  Given the lack of applicable  authority  regarding these
consequences,  warrant  rightsholders should consult and rely upon their own tax
advisors as to the specific tax consequences to them relating to the issuance of
rights.


      Basis and Holding  Period.  If the rights dividend is  characterized  as a
nontaxable  distribution made upon exercise of a warrant and either (i) the fair
market value of the rights on the date of  distribution  is equal to 15% or more
of the fair  market  value on the date of  issuance  of the  common  stock  with
respect to which they are received or (ii) the warrant  rightsholder  elects, in
his or her federal income tax return of the taxable year in which the rights are
received,  to allocate  part of the tax basis of the common stock to the rights,
then upon exercise or redemption of the rights,  the warrant  rightsholder's tax
basis in the common  stock will be  allocated  between the common  stock and the
rights  in  proportion  to the  fair  market  values  of each on the date of the
issuance of the rights. Otherwise, the tax basis of rights received by a warrant
rightsholder as a nontaxable distribution will be zero.


      If, however, the distribution of rights to the warrant  rightsholders were
treated as a taxable distribution, a warrant rightsholder would have a tax basis
in the rights that such warrant  rightsholder  received equal to the fair market
value of the rights on the date of distribution of the rights.


                                      -15-



      If the  rights  issued  to  the  warrant  rightsholders  is  treated  as a
nontaxable  distribution,  the holding period of a holder with respect to rights
received  as a  distribution  on the  holder's  common  stock will  include  the
holder's  holding  period for the common  stock with respect to which the rights
were issued.  If, however,  the rights issued to the warrant  rightsholders were
treated  as a taxable  distribution,  the  warrant  rightsholders  would  have a
holding period that begins on the day following the date of  distribution of the
rights.


      Redemption of Rights. If we redeem rights held by a warrant  rightsholder,
the  warrant  rightsholder  will  recognize  capital  gain or loss  equal to the
difference between the redemption price and the warrant rightsholder's basis, if
any, in those rights.


      Lapse of Rights.  If the rights  issued to the  warrant  rightsholders  is
treated as a nontaxable  distribution,  a warrant rightsholder who allows rights
received by him or her to lapse without  exercising  them will not recognize any
gain or loss  and,  as the  rights  were  neither  exercised  nor  redeemed,  no
adjustment will be made to the tax basis of any interest in the company owned by
the  warrant  rightsholder.  If,  however,  the  rights  issued  to the  warrant
rightsholders were treated as a taxable distribution, a warrant rightsholder who
allowed the rights to lapse would have a capital  loss in an amount equal to his
or her tax basis in the rights (as discussed above),  and no adjustment would be
made to the tax  basis of any  interest  in the  company  owned  by the  warrant
rightsholder.


      Exercise of Rights. If a warrant  rightsholder  exercises their warrant to
purchase  common  stock,  upon the exercise of the rights that  attached to such
common stock,  the holder will  recognize  taxable income at the time the rights
are exercised in an amount equal to the excess, if any, of the fair market value
of the common stock at that time over the exercise  price.  That income would be
taxed at ordinary income rates and any gain or loss recognized on the subsequent
disposition  of the common stock so acquired  would be treated as a capital gain
or loss.


                                      -16-


                                  LEGAL MATTERS

      The  validity  of the  issuance  of  the  common  stock  offered  by  this
prospectus  has been passed upon for us by Milberg  Weiss Bershad Hynes & Lerach
LLP, One Pennsylvania Plaza, New York, New York 10119-1065.

                                     EXPERTS

      The financial statements  incorporated by reference in this prospectus and
elsewhere in the  registration  statement  have been audited by Arthur  Andersen
LLP, independent public accountants,  as indicated in their reports with respect
thereto,  and are included herein in reliance upon the authority of said firm as
experts in giving said reports.

                       WHERE YOU CAN FIND MORE INFORMATION

      We file annual,  quarterly and special reports, proxy statements and other
information  with the SEC.  You may read and copy any  document we file with the
SEC at the SEC's Public  Reference Rooms at Judiciary  Plaza,  450 Fifth Street,
N.W., Washington, D.C., 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the public  reference  rooms.  The SEC maintains an Internet site
that contains reports, proxy and information  statements,  and other information
regarding issuers,  such as Intelli-Check,  Inc., that file  electronically with
the SEC. The address of the site is http://www.sec.gov.

      We have filed with the SEC a registration  statement on Form S-3 under the
Securities Act of 1933, as amended.  This prospectus does not contain all of the
information,  exhibits and undertakings set forth in the registration statement,
certain  portions of which are omitted as permitted by the rules and regulations
of the SEC.  Copies of the  registration  statement and the exhibits are on file
with the SEC and may be obtained, upon payment of the fee prescribed by the SEC,
or may be examined,  without charge,  at the offices of the SEC set forth above.
For further information, reference is made to the registration statement and its
exhibits.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

      The following  documents  filed by us with the SEC File No.  001-15465 are
incorporated by reference in this prospectus:

      o     Annual Report on Form 10-KSB for the year ended December 31, 2000.

      o     The  description of our common stock  contained in our  registration
            statement on Form SB-2  (No.333-87797),  including any amendments or
            reports filed for the purpose of updating such description.

      We incorporate by reference additional documents that we may file with the
SEC under Sections 13(a),  13(c), 14 or 15(d) of the Securities  Exchange Act of
1934, as amended, between the date of this prospectus and the termination of the
offering  of  securities  under this  prospectus.  These  documents  include our
periodic reports, such as Annual Reports on Form 10-KSB,


                                      -17-


Quarterly Reports on Form 10-QSB and Current Reports on Form 8-K, as well as our
proxy statements.

      You may obtain any of these incorporated documents from us without charge,
excluding  any exhibits to those  documents  unless the exhibit is  specifically
incorporated by reference in such document by requesting them from us in writing
or by telephone at the following address and telephone number:

                              Intelli-Check, Inc.,
                            246 Crossways Park West,
                            Woodbury, New York 11797
                                 (516) 992-1900


                                      -18-


                                     PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

       SEC registration fee...........................................$ 2,061.41

       American Stock Exchange Filing Fee.............................$17,500.00
       Legal fees and expenses*.......................................$30,000.00
       Accounting fees and expenses*..................................$ 4,000.00
       Transfer agent fees*...........................................$ 5,000.00
       Printing Fees*.................................................$11,000.00
       Miscellaneous*.................................................$18,000.00

                                                                      ----------
   Total                                                              $87,561.41


----------
      *This expense has been estimated for the purpose of filing.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

      Intelli-Check's  Certificate  of  Incorporation  limits the  liability  of
directors to the maximum extent permitted by Delaware  General  Corporation Law.
Delaware law provides that the directors of a corporation will not be personally
liable to such  corporation or its  stockholders for monetary damages for breach
of their fiduciary duties as directors,  except for liability (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.  Intelli-Check's  By-laws provide that the
Company shall indemnify its directors and officers under certain  circumstances,
including  those  circumstances  in which  indemnification  would  otherwise  be
discretionary,  and the Company is required to advance  expenses to its officers
and directors as incurred in connection with proceedings  against them for which
they may be indemnified.

ITEM 16. EXHIBITS.

     EXHIBIT NO.           DESCRIPTION
     -----------           -----------


        5.1         Opinion of Milberg Weiss Bershad Hynes & Lerach, LLP.*

        23.1        Consent of Arthur Andersen LLP.

        23.2        Consent of Milberg Weiss Bershad Hynes & Lerach LLP.
                    (included in Exhibit 5.1 hereto).

        24.1        Power of Attorney (included as part of the signature page).*



                                      -19-



        99.1        Form of Rights Certificate.*

        99.2        Form of Notice of Guaranteed Delivery.*

        99.3        Form of Rights Agent Agreement.*

----------
      *     Previously filed.


ITEM 17. UNDERTAKINGS

(a)   The undersigned registrant hereby undertakes:

      (1) 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,  represents a fundamental  change in the  information set
            forth in the registration statement.  Notwithstanding the foregoing,
            any  increase or decrease  in volume of  securities  offered (if the
            total dollar value of securities offered would not exceed that which
            was  registered)  and any deviation  from the low or high and of the
            estimated  maximum  offering  range may be  reflected in the form of
            prospectus filed with the Commission  pursuant to Rule 424(b) if, in
            the  aggregate,  the changes in volume and price  represent  no more
            than 20 percent change in the maximum  aggregate  offering price set
            forth  in  the  "Calculation  of  Registration  Fee"  table  in  the
            effective registration statement.

            (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)(1)(ii) do not apply if the registration statement is on Form
            S-3,  Form  S-8 or Form  F-3,  and the  information  required  to be
            included  in a  post-effective  amendment  by  those  paragraphs  is
            contained  in  periodic  reports  filed  with  or  furnished  to the
            Commission by the  registrar  pursuant to Section 13 or 15(d) of the
            Securities  Exchange Act of 1934 that are  incorporated by reference
            in the registration statement.


                                      -20-


      (2)  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.

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

(b)   The  undersigned  registrant  hereby  undertakes  that,  for  purposes  of
      determining  any liability  under the  Securities Act of 1933, as amended,
      each filing of the registrant's annual report pursuant to Section 13(a) or
      15(d) of the Securities Exchange Act of 1934 (and, where applicable,  each
      filing of an employee  benefit  plan's annual  report  pursuant to Section
      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.

(c)   Insofar as  indemnification  for liabilities  arising under the Securities
      Act of 1933,  as amended,  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  Securities  Act of 1933,  as
      amended, 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 Securities Act of 1933, as amended,  and
      will be governed by the final adjudication of such issue.


                                      -21-


                                   SIGNATURES


      In accordance  with 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  of filing  on Form S-3 and  authorized  this
Amendment No. 1 to the 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 June 7, 2001.


                                       INTELLI-CHECK, INC.

                                       By:        /s/ Frank Mandelbaum
                                           ------------------------------------
                                                    Frank Mandelbaum
                                           Chairman and Chief Executive Officer


                                      -22-





      Pursuant to the  requirements  of the  Securities Act of 1933, as amended,
this Amendment No. 1 to Registration  Statement has been signed by the following
persons in the capacities and on the dates indicated below:

Date: June 7, 2001                /s/ Frank Mandelbaum
                                  ----------------------------------------------
                                  Frank Mandelbaum
                                  Chairman, Chief Executive Officer and Director

Date: June 7, 2001                /s/ Edwin Winiarz
                                  ----------------------------------------------
                                  Edwin Winiarz
                                  Senior Executive Vice President, Treasurer
                                  and Chief Financial Officer and Director

Date: June __, 2001
                                  ----------------------------------------------
                                  Evelyn Berezin, Director

Date: June 7, 2001                /s/ Paul Cohen
                                  ----------------------------------------------
                                  Paul Cohen, Director

Date: June 7, 2001                /s/ Howard Davis
                                  ----------------------------------------------
                                  Howard Davis, Director

Date: June 7, 2001                /s/ Jeffrey Levy
                                  ----------------------------------------------
                                  Jeffrey Levy, Director

Date: June 7, 2001                /s/ Charles McQuinn
                                  ----------------------------------------------
                                  Charles McQuinn, Director

Date: June 7, 2001                /s/ Kevin Messina
                                  ----------------------------------------------
                                  Kevin Messina, Director

*By:    /s/ Frank Mandelbaum
    ---------------------------
          Frank Mandelbaum
          Attorney-in-Fact



                                      -23-


                                  Exhibit Index

   EXHIBIT NO.                            DESCRIPTION
   -----------                            -----------


      5.1           Opinion of Milberg Weiss Bershad Hynes & Lerach, LLP.*

      23.1          Consent of Arthur Andersen LLP.

      23.2          Consent of Milberg Weiss Bershad Hynes & Lerach, LLP.
                    (included in Exhibit 5.1 hereto).

      24.1          Power of Attorney (included as part of the signature page).*

      99.1          Form of Rights Certificate.*

      99.2          Form of Notice of Guaranteed Delivery.*

      99.3          Form of Rights Agent Agreement.*

----------
      * Previously filed