<Page>

--------------------------------------------------------------------------------

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM 10-Q
                             ----------------------

  [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
       SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2001

                                       OR

  [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
       SECURITIES EXCHANGE ACT OF 1934

          For the transition period from ______________to______________

                        Commission File Number 0-20191__

                               INTRUSION.COM, INC.
             (Exact name of Registrant as specified in its charter)

            Delaware                                             75-1911917
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification No.)


                 1101 East Arapaho Road, Richardson, Texas 75081
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (972) 234-6400
              (Registrant's telephone number, including area code)

                                 Not Applicable
                   Former name, if changed since last report)

                              * * * * * * * * * *

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days:
Yes X  No ___
   ---

The number of shares outstanding of the Registrant's Common Stock, $.01 par
value, on July 31, 2001 was 20,608,801.

--------------------------------------------------------------------------------


<Page>

                               INTRUSION.COM, INC.

                                      INDEX

<TABLE>
<CAPTION>

                                                                                 PAGE
PART I - FINANCIAL INFORMATION
<S>                                                                              <C>
Item 1.  Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets as of June 30, 2001 and December 31, 2000. . 3

Condensed Consolidated Statements of Operations for the three months
     and six months ended June 30, 2001 and June 30, 2000. . . . . . . . . . . . . 4

Condensed Consolidated Statements of Cash Flows for the six months
     ended June 30, 2001 and June 30, 2000 . . . . . . . . . . . . . . . . . . . . 5

Notes to Condensed Consolidated Financial Statements . . . . . . . . . . . . . .  6-9

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations  . . . . . . . . . . . . . . . . . . . . . . 10-20

Item 3.  Quantitative and Qualitative Disclosures About Market Risk . . . . . . .  21


PART II - OTHER INFORMATION

Item 4.  Submission of Matters to a Vote of Security Holders  . . . . . . . . . . 22

Item 6.  Exhibits and Reports on Form 8-K . . . . . . . . . . . . . . . . . . . . 22

Signature Page  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

</TABLE>


                                       2

<Page>

                         PART I - FINANCIAL INFORMATION

 Item 1.  FINANCIAL STATEMENTS.

                      INTRUSION.COM, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (In thousands, except par value amounts)

<TABLE>
<CAPTION>

                                                                              June 30,         Dec 31,
                                            ASSETS                             2001             2000
                                                                              ------            ----
<S>                                                                          <C>             <C>
 Current Assets:                                                             (Unaudited)
   Cash and cash equivalents                                                 $ 17,094        $ 20,345
   Short-term investments                                                       9,598          17,506
   Accounts receivable, less of allowance of $1,041 in 2001
     and $919 in 2000 for doubtful accounts and returns                         6,409           6,887
   Income taxes receivable                                                      3,481           1,743
   Inventories, net                                                             4,259           8,359
   Other assets                                                                 1,012           1,714
   Deferred tax asset                                                               -           3,764
   Net current assets - discontinued operations                                     -           3,958
                                                                             --------        --------
 Total current assets                                                          41,853          64,276
 Property and equipment, net                                                    5,670           7,134
 Long-term investments                                                          4,105           7,575
 Intangible assets, net                                                         4,372           7,634
 Other assets                                                                     107             361
 Net noncurrent assets - discontinued operations                                  819           5,434
                                                                             --------        --------
 TOTAL ASSETS                                                                $ 56,926        $ 92,414
                                                                             ========        ========
                             LIABILITIES AND STOCKHOLDERS' EQUITY
 Current Liabilities:
   Accounts payable and accrued expenses                                     $  7,007        $  9,884
   Deferred revenue                                                             2,133           1,878
   Net current liabilities - discontinued operations                              819               -
                                                                             ---------       --------
 Total current liabilities                                                      9,959          11,762
 Deferred tax liability - noncurrent                                                -           1,841
 Capital lease obligation                                                          23              24
 Stockholders' Equity:
   Preferred stock, $.01 par value, authorized
     shares - 5,000, no shares issued and outstanding                               -               -
   Common stock, $.01 par value, authorized shares - 80,000
     Issued shares - 20,595 in 2001 and 20,525 in 2000
     Outstanding shares - 20,555 in 2001 and 20,485 in 2000                       206             205
   Common stock held in treasury, at cost - 40 shares                            (362)           (362)
   Additional paid-in capital                                                  47,192          46,916
   Retained earnings                                                              428          32,453
   Foreign currency translation adjustment                                       (520)           (425)
                                                                             ---------       --------
 Total stockholders' equity                                                    46,944          78,787
                                                                             ---------       --------
 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                  $ 56,926        $ 92,414
                                                                             =========       ========

</TABLE>

                             See accompanying notes.


                                       3

<Page>

                      INTRUSION.COM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In thousands, except per share amounts)
                                   (Unaudited)

<TABLE>
<CAPTION>

                                        Three Months Ended        Six Months Ended
                                        --------------------   ---------------------
                                         June 30,   June 30,     June 30,   June 30,
                                          2001       2000         2001       2000
                                          ----     --------       ----     --------
<S>                                    <C>         <C>         <C>         <C>
Net Sales                               $ 4,451    $ 5,123     $  9,768    $12,119

Cost of sales                             4,397      4,350        8,895      9,382
                                       ---------   --------    ----------  --------

Gross profit                                 54        773          873      2,737

Operating expenses:
 Sales and marketing                      6,518      7,048       14,526     12,460
 Research and development                 3,257      3,445        7,539      6,404
 General and administrative               1,003      1,580        2,810      2,795
 Amortization of intangibles                334        153          669        305
 Restructuring costs and other
  special charges                         3,973          -        3,973          -
                                       ---------   --------    ---------   --------

Operating loss                          (15,031)   (11,453)     (28,644)   (19,227)

Interest income, net                        389      1,220        1,101      1,628
Other income                                 31          -           63     66,353
                                       ---------   --------    ---------   --------

Income (loss) before income taxes       (14,611)   (10,233)     (27,480)    48,754

Income tax (benefit) expense               (584)    (3,206)      (1,619)     9,397
                                       ---------   --------    ---------   --------

Income (loss) from continuing
 operations                             (14,027)    (7,027)     (25,861)    39,357
Income (loss) from discontinued
 operations, net of tax                  (5,393)       154       (6,164)       (89)
                                       ---------   --------    ----------  --------

Net income (loss)                      $(19,420)   $(6,873)    $(32,025)   $39,268
                                       ==========  =========   =========   ========

Basic earnings (loss) per
 share, continuing operations          $  (0.68)   $ (0.36)    $  (1.26)   $  2.06
                                       =========   ========    =========   ========
Diluted earnings (loss) per
 share, continuing operations          $  (0.68)   $ (0.36)    $  (1.26)   $  1.93
                                       =========   ========    =========   ========

Basic earnings (loss) per  share       $  (0.95)   $ (0.35)    $  (1.56)   $  2.05
                                       =========   =========   =========   ========
Diluted earnings (loss) per share      $  (0.95)   $ (0.35)    $  (1.56)   $  1.93
                                       =========   =========   =========   ========

Weighted average common shares
 outstanding                             20,542     19,497       20,529     19,117
                                       =========   =========   ==========  =========
Weighted average shares outstanding
 assuming dilution                       20,542     19,497       20,529     20,364
                                       =========   =========   ==========  =========

</TABLE>

                             See accompanying notes.


                                       4

<Page>

                      INTRUSION.COM, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                           (In thousands), (Unaudited)
                                                           Six Months Ended
                                                         ---------------------
                                                          June 30,     June 30,
                                                            2001        2000
                                                         ----------  ---------
Operating Activities:
Income (loss) from continuing operations                 $ (25,861)  $ 39,357
Adjustments to reconcile income (loss) from continuing
 operations to net cash used in operating activities of
 continuing operations:
  Gain on sale of available for sale security                    -    (66,355)
  Depreciation and amortization                              2,370      2,509
  Impairment of intangible assets                            3,109          -
  Provision for inventory obsolescence                       1,347          -
  Deferred income tax (benefit) expense                      1,923     (3,065)
Changes in operating assets and liabilities:
  Accounts receivable                                          478     (  819)
  Income taxes receivable                                   (1,738)         -
  Inventories                                                2,753     (6,602)
  Other assets                                                 502       ( 89)
  Accounts payable and accrued expenses                     (2,877)    (3,512)
  Income taxes payable                                           -      5,002
  Deferred revenue                                             255      1,163
                                                         ----------  ---------
Net cash used in operating activities of continuing
 Operations                                                (17,739)   (32,411)
                                                         ----------  ---------
Investing Activities:
  Proceeds from sale of available for sale security              -     67,055
  Purchases of MimeStar, Inc.                                    -     (4,000)
  Purchases of available for sale investments               (7,329)   (39,998)
  Maturities of available for sale investments              18,707        598
  Net purchases of property and equipment                     (612)    (1,373)
                                                         ----------  ---------
Net cash provided by investing activities of
 continuing operations                                      10,766     22,282
                                                         ----------  ---------
Financing Activities:
  Exercise of warrants and employee stock options              277      7,603
  Payments on stockholder loan                                   -      1,177
  Net repayment of capital leases                               (1)        (2)
                                                         ----------  ---------
Net cash provided by financing activities of
 continuing operations                                         276      8,778
                                                         ----------  ---------
Net cash provided by (used in) discontinued operations       3,541        (89)
Effect of foreign currency translation adjustments
 on cash and cash equivalents                                  (95)         -
                                                         ----------  ---------
Net decrease in cash and cash equivalents                   (3,251)    (1,440)
Cash and cash equivalents at beginning of period            20,345     12,602
                                                         ----------  ---------
Cash and cash equivalents at end of period               $  17,094   $ 11,162
                                                         ==========  =========


                             See accompanying notes.


                                       5

<Page>

                      INTRUSION.COM, INC. AND SUBSIDIARIES
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


1. Description of Business

         We develop, market and support a family of security software and
appliances that address vital security issues facing organizations deploying
business applications over the Internet or internally via Intranets. We
currently provide electronic security solutions, or e-security, including
intrusion detection systems, security assessment systems, virtual private
network appliances and firewall appliances.

         We market and distribute our products through a direct sales force to
end-users, distributors and by numerous domestic and international system
integrators, service providers and value-added resellers. Our end-user customers
include high-technology, manufacturing, telecommunications, retail,
transportation, health care, insurance, entertainment, utilities and energy
companies, government agencies, financial institutions, and academic
institutions.

         Our company was organized in Texas in September 1983 and reincorporated
in Delaware in October 1995. For more than 15 years, we provided local area
networking equipment and were known as Optical Data Systems or ODS Networks. On
April 17, 2000, we announced plans to sell, or otherwise dispose of, our
networking divisions which include our Essential Communications division
("Essential") and our local area networking assets. In accordance with these
plans, we have accounted for these businesses as discontinued operations. On
June 1, 2000, we changed our name from ODS Networks, Inc. to Intrusion.com, Inc.
and our NASDAQ ticker symbol from ODSI to INTZ to reflect our focus on
e-security solutions.

         Our principal executive offices are located at 1101 E. Arapaho Road,
Richardson, Texas 75081, and our telephone number is (972) 234-6400. References
to "we", "us", "our" or "Intrusion.com" refer to Intrusion.com, Inc. and its
subsidiaries.


2. Basis of Presentation

         The accompanying unaudited condensed consolidated financial statements
have been prepared in accordance with generally accepted accounting principles
for interim financial information and with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. The December 31, 2000 balance sheet was
derived from audited financial statements, but does not include all the
disclosures required by generally accepted accounting principles. However, we
believe that the disclosures are adequate to make the information presented not
misleading. In our opinion, all the adjustments (consisting of normal recurring
adjustments) considered necessary for fair presentation have been included. The
results of operations for the three and six month periods ending June 30, 2001
are not necessarily indicative of the results that may be achieved for the full
fiscal year or for any future period. The condensed consolidated financial
statements included herein should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's annual report
on Form 10-K for the year ended December 31, 2000. Certain prior year
information has been reclassified to conform with current year presentation.


                                       6

<Page>

         In June 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standard (SFAS) No. 142, Goodwill and Other Intangible
Assets, effective for fiscal years beginning after December 15, 2001. Under the
new rules, goodwill and intangible assets deemed to have indefinite lives will
no longer be amortized but will be subject to annual impairment tests in
accordance with the statements. Other intangible assets will continue to be
amortized over their useful lives. The company is currently reviewing the impact
of SFAS No. 142 and will be performing a fair-value analysis at a later date in
connection with the adoption of SFAS No. 142 on January 1, 2002.


3. Inventories (In thousands)

  Inventories consist of:                       June 30,       December 31,
                                                  2001            2000
                                              (Unaudited)
  Raw materials                                $    687         $  1,550
  Work in progress                                    -            1,350
  Finished goods                                  2,801            4,231
  Demonstration systems                             771            1,228
                                              -----------     ------------
  Net inventory - continuing operations        $  4,259         $  8,359
                                              ===========     ============
  Net inventory - discontinued operations      $      -         $  3,958
                                              ===========     ============


4. Income Taxes

         Our effective tax rate for the quarter ended June 30, 2001 was 4.0%,
compared to 31.3% for the quarter ended June 30, 2000. Our effective tax rate
for the six months ended June 30, 2001 was 5.9%, compared to 19.3% for the six
months ended June 30, 2000. The effective tax rate for the six months ended June
30, 2001 varied from the U.S. statutory rate primarily due to the increase in
the valuation allowance for deferred tax assets which recognizes that tax
benefits associated with a significant portion of our operating losses may not
be realized. Without such changes to the valuation allowance, the Company's
effective tax rate for the quarter and six months ended June 30, 2001 would have
been 38%.


5. Restructuring Charges

         In June 2001, we recorded a charge of $4.0 million for restructuring
costs and other special charges consisting primarily of a $3.1 million charge to
recognize the impairment of intangible assets (primarily developed technology)
related to our SecurityAnalyst and SecureEnterprise product lines and $0.8
million for severance as a result of reductions in force. Demand has shifted to
our new intrusion detection and security appliance product lines. As such, we
streamlined operations and activities that are not aligned with these core
markets and strategies.


                                       7

<Page>

6. Earnings per Share (In thousands, except per share amounts)(Unaudited)

<TABLE>
<CAPTION>

                                           Three Months Ended      Six Months Ended
                                           ------------------    --------------------
                                           June 30,   June 30,   June 30,    June 30,
                                             2001       2000       2001        2000
                                          ---------   --------  ----------   --------
<S>                                       <C>         <C>       <C>          <C>
Numerator:
Net income (loss) and numerator for
  basic and diluted earnings per share    $(19,420)   $(6,873)  $ (32,025)   $39,268
                                          ---------   --------  ----------   --------
Income (loss) from continuing operations
  and numerator for basic and diluted
  earnings per share, continuing
  operations                              $(14,027)   $(7,027)  $ (25,861)   $39,357
                                          ---------   --------  ----------   --------
Denominator:
Denominator for basic earnings per share
  - weighted average common shares
    outstanding                             20,542     19,497      20,529     19,117
Effect of dilutive securities:
  Stock options and warrants                     -          -           -      1,247
                                          ---------   --------  ----------   --------
Denominator for diluted earnings per
  share - adjusted weighted average
  common shares outstanding                 20,542      19,497      20,529   20,364
                                          =========   ========  ==========   ========

Basic earnings (loss) per share,
  continuing operations                   $  (0.68)   $ (0.36)  $   (1.26)   $  2.06
                                          =========   ========  ==========   ========
Diluted earnings (loss) per share,
  continuing operations                   $  (0.68)   $ (0.36)  $   (1.26)   $  1.93
                                          =========   ========  ==========   ========
Basic earnings (loss) per share           $  (0.95)   $ (0.35)  $   (1.56)   $  2.05
                                          =========   ========  ==========   ========
Diluted earnings (loss) per share         $  (0.95)   $ (0.35)  $   (1.56)   $  1.93
                                          =========   ========  ==========   ========

</TABLE>

         Total stock options outstanding at June 30, 2001 and June 30, 2000 that
are not included in the diluted earnings per share computation due to the
antidilutive effect are 2.3 million and 1.6 million for the three months ended
June 30, 2001 and June 30, 2000, respectively, and 2.2 million and 0.2 million
for the six months ended June 30, 2001 and June 30, 2000, respectively. Such
options are excluded due to either a net loss per share or due to exercise
prices exceeding the average market value of our common stock in the applicable
period.


7. Comprehensive Income

         Comprehensive income (loss) for the six months ended June 30, 2001 and
2000 was $(32.1) million and $(4.8) million, respectively. The difference
between net loss of $(32.0) million for the six months ended June 30, 2001
relates to foreign currency translation adjustments of $0.1 million. The
difference between net income of $39.3 million for the six months ended June 30,
2000 relates to the realization of unrealized gain of available for sale
securities of $44.1 million.


8. Discontinued Operations

         In the second quarter of 2000, we discontinued our networking
operations and accordingly have shown the networking operations as discontinued
in the accompanying financial statements. Certain prior year information has
been reclassified to conform with the current presentation.


                                       8

<PAGE>

         During the first quarter of 2001, we closed the sale of our legacy
local area networking division generating a gain of $2.1 million which was used
to reduce the estimated net realizable value of the net assets of our remaining
discontinued operations, Essential. During the second quarter of 2001, in
response to unfavorable market conditions and efforts to sell Essential, we
recorded additional charges to write down the net assets of Essential to reflect
its current estimated net realizable value of $0.8 million. The $5.0 million
second quarter charge includes $0.8 million for operating losses expected to be
incurred between now and the end of 2001 by which time we expect to have exited,
disposed of or otherwise transitioned a majority of our ownership in Essential.

         The following represents a summary of assets and liabilities classified
as discontinued operations (In thousands):

                                               June 30,     December 31,
                                                 2001           2000
                                              ----------     -----------
                                             (Unaudited)
  Inventories, net                             $      -        $  3,958
  Property and equipment, net                       819           1,499
  Intangible assets, net                              -           3,935
                                              ----------     -----------
  Discontinued assets                          $    819        $  9,392
                                              ==========     ===========
  Discontinued liabilities consist of:
  Accrued expenses                             $    819        $      -
                                              ------------   -----------
  Discontinued liabilities                     $    819        $      -
                                              ==========     ===========

         The following represents a summary of income (loss) from discontinued
operations (In thousands)(Unaudited):

                                    Three Months Ended     Six Months Ended
                                    ------------------    ---------------------
                                    June 30,   June 30,    June 30,   June 30,
                                      2001       2000        2001        2000
                                      ----     --------      ----      --------
Net sales                          $  1,131    $  5,336   $   2,529    $11,298
Cost of sales                         1,269       3,232       2,106      6,983
                                   ---------   --------   ---------    --------
Gross profit (loss)                    (138)      2,104         423      4,315

Operating expenses                    1,566       1,911       2,953      4,453
                                   ---------   --------   ---------    --------
Operating profit (loss)              (1,704)        193      (2,530)      (138)

Other, net                                -           -          (2)         -
Estimated loss on disposal of
 remaining discontinued operations   (4,018)          -       (4,018)        -
                                    ---------  --------    ----------  --------

Income (loss) before income taxes    (5,722)        193      (6,550)      (138)

Income tax (benefit) expense           (329)         39        (386)       (49)
                                   ---------   --------   ----------   --------

Income (loss) from discontinued    $ (5,393)   $    154   $  (6,164)   $   (89)
                                   ==========  =========  ==========   ========
  operations


                                       9

<Page>

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

         This report contains forward-looking statements, within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934, that involve risks and uncertainties, such as statements
concerning: growth and future operating results; developments in the company's
markets and strategic focus; new products and product enhancements; potential
acquisitions and the integration of acquired businesses, products and
technologies; strategic relationships; and future economic, business and
regulatory conditions. Such forward-looking statements are generally accompanied
by words such as "plan," "estimate," "expect," "believe," "should," "would,"
"could," "anticipate," "may" or other words that convey uncertainty of future
events or outcomes. These forward-looking statements and other statements made
elsewhere in this report are made in reliance on the Private Securities
Litigation Reform Act of 1995. The section below entitled "Factors That May
Affect Future Results of Operations" sets forth and incorporates by reference
certain factors that could cause actual future results of the company to differ
materially from these statements.


OVERVIEW

         We develop, market and support a family of security software and
appliances that address vital security issues facing organizations deploying
business applications over the Internet or internally via Intranets. We
currently provide e-security solutions including intrusion detection systems,
security assessment systems, virtual private network appliances and firewall
appliances. On June 1, 2000, we changed our name from ODS Networks, Inc. to
Intrusion.com, Inc. and our NASDAQ ticker symbol from ODSI to INTZ to reflect
our focus on e-security solutions. During the second quarter of 2000, we
announced our plan to sell, or otherwise dispose of, our networking divisions
which includes our Essential Communications division and our local area
networking assets and began accounting for these networking divisions as
discontinued operations. Given our change in strategy, our results of operations
prior to 2001 do not necessarily reflect our current business.

         The following management's discussion and analysis of financial
condition and results of operations pertains only to our continuing operations
unless otherwise disclosed. Certain prior year information has been reclassified
to conform with the current presentation.


                                       10

<Page>

RESULTS OF OPERATIONS

         The following table sets forth, for the periods indicated, certain
financial data as a percentage of net sales. The period to period comparison of
financial results is not necessarily indicative of future results.

                                  Three Months Ended       Six Months Ended
                                  ------------------      -------------------
                                   June 30,   June 30,    June 30,   June 30,
                                     2001        2000       2001        2000
                                     ----     ---------     ----      --------
Net sales                            100.0%      100.0%     100.0%      100.0%
Cost of sales                         98.8        84.9       91.1        77.4
                                  ---------   ---------  ---------    --------
Gross profit                           1.2        15.1        8.9        22.6
Operating expenses:
  Sales and marketing                146.4       137.6      148.7       102.8
  Research and development            73.2        67.2       77.2        52.8
  General and administrative          22.5        30.8       28.7        23.1
  Amortization of intangibles          7.5         3.0        6.8         2.5
  Restructuring costs and other
   special charges                    89.3           -       40.7           -
                                  ---------   ---------  ---------    --------
Operating loss                      (337.7)     (223.5)    (293.2)     (158.6)

Interest income, net                   0.7        23.8        0.6       560.9
Other income                           8.7           -       11.3           -
                                  ---------   ---------  ---------    --------
Income (loss) before income taxes   (328.3)     (199.7)    (281.3)      402.3

Income tax (benefit) expense         (13.2)      (62.6)     (16.5)       77.5
                                  ---------   ---------  ---------    --------

Income (loss) from continuing
 operations                         (315.1)     (137.1)    (264.8)      324.8
Income (loss) from discontinued
 operations, net of tax             (121.2)        3.0      (63.1)       (0.7)
                                  ----------  ---------  ---------    --------

Net income (loss)                   (436.3)     (134.1)    (327.9)      324.1
                                  ==========  ========== =========    ========


                                    Three Months Ended      Six Months Ended
                                    ------------------     -------------------
                                    June 30,   June 30,    June 30,  June 30,
                                     2001       2000        2001       2000
                                     ----     ---------     ----     --------
Domestic sales                        61.8%       77.8%      70.9%      85.9%
Export sales to:
  Europe                              22.5         9.3       17.3        5.0
  Canada                               3.6         9.0        3.3        4.2
  Asia                                11.1         3.9        7.7        4.5
  Latin America                        1.0         0.0        0.8        0.4
                                  ---------   ---------  ---------   --------

Net sales                            100.0%      100.0%     100.0%     100.0%
                                  =========   =========  =========   ========


                                       11

<Page>

         NET SALES. Net sales for the quarter and six months ended June 30, 2001
decreased to $4.5 million and $9.8 million, respectively, compared to $5.1
million and $12.1 million, respectively, for the same periods of 2000, as sales
from our newest product lines, the SecureNet Pro intrusion detection and PDS
security appliance family of products, did not increase as fast as our SecureCom
and other security product lines declined.

         EXPORT SALES. Export sales for the quarter and six months ended June
30, 2001 increased to $1.7 million and $2.9 million, respectively, compared to
$1.1 million and $1.7 million, respectively, for the same periods of 2000, as
the security market continued to grow internationally. Though we expect
increased sales from export sales going forward, such export sales may vary as a
percentage of net sales in the future.

         CONCENTRATION OF SALES. Sales to TRW Systems & Information Technology
("TRW") were 10.3% and 11.8% for the quarter and six months ended June 30, 2001,
respectively, compared to 0.0% and 35.7% for the same periods of 2000. Sales to
Motorola were 0.2% and 0.1% for the quarter and six months ended June 30, 2001,
respectively, compared to 21.0% and 8.9% for the same periods of 2000. Sales to
iGov.com were 2.0% and 2.2% for the quarter and six months ended June 30, 2001,
respectively, compared to 29.9% and 14.4% for the same periods in 2000. In
addition, a portion of our sales to TRW, Motorola, iGov.com and other
corporations were for products resold by those organizations to various agencies
of the U.S. Government.

         GROSS PROFIT. Gross profit decreased to $0.1 million or 1.2% of net
sales for the quarter ended June 30, 2001, compared to $0.8 million or 15.1% of
net sales for the quarter ended June 30, 2000. For the six months ended June 30,
2001, gross profit decreased to $0.9 million or 8.9% of net sales compared to
$2.7 million or 22.6% of net sales for the same period in the prior year. Gross
profit margins as a percentage of net sales were negatively impacted during the
three and six months ended June 30, 2001, due primarily to an inventory write
off of $1.3 million in our SecureCom product line as demand has shifted to our
new intrusion detection and security appliance product lines. Absent this write
off, gross profit would have been $1.4 million or 31.5% and $2.2 million or
22.7% for the three and six months ended June 30, 2001, respectively.

         Gross profit as a percentage of net sales is impacted by several
factors, including shifts in product mix, changes in channels of distribution,
sales volume, fluctuations in manufacturing costs, pricing strategies, and
fluctuations in sales of integrated third-party products.

         SALES AND MARKETING. Sales and marketing expenses decreased to $6.5
million or 146.4% of net sales for the quarter ended June 30, 2001, compared to
$7.0 million or 137.6% of net sales for the quarter ended June 30, 2000. Sales
and marketing expenses increased to $14.5 million or 148.7% of sales for the six
months ended June 30, 2001, compared to $12.5 million or 102.8% of sales for the
six months ended June 30, 2000. Sales and marketing expenses decreased in the
three-month period ended June 30, 2001, compared to the same period of 2000 and
compared to the first quarter of 2001, as we reorganized our sales and marketing
departments in the second quarter of 2001. We expect sales and marketing
expenses to decline in the third and fourth quarters, sequentially, when
compared to the second quarter of 2001. Sales and marketing expenses may vary as
a percentage of net sales in the future.


                                       12

<PAGE>

         RESEARCH AND DEVELOPMENT. Research and development expenses decreased
to $3.3 million or 73.2% of net sales for the quarter ended June 30, 2001,
compared to $3.4 million or 67.2% of net sales for the quarter ended June 30,
2000. Research and development expenses increased to $7.5 million or 77.2% of
net sales for the six months ended June 30, 2001, compared to $6.4 million or
52.8% of net sales for the six months ended June 30, 2001. Research and
development costs are expensed in the period incurred. Research and development
expenses decreased in the three months ended June 30, 2001, compared to the same
period of 2000 and compared to the first quarter of 2001, as we focused more of
our development efforts on our core security products, SecureNet Pro and PDS,
while reducing efforts on our other security products. It is expected that
research and development expenses will continue to decrease in the third and
fourth quarters of 2001, sequentially, when compared to the second quarter of
2001. Research and development expenses may vary as a percentage of net sales in
the future.

         GENERAL AND ADMINISTRATIVE. General and administrative expenses
decreased to $1.0 million or 22.5% of net sales for the quarter ended June 30,
2001, compared to $1.6 million or 30.8% of net sales for the quarter ended June
30, 2000. General and administrative expenses remained relatively constant at
$2.8 million or 28.7% of net sales for the six months ended June 30, 2001, as
compared to $2.8 million or 23.1% for the same period last year. General and
administrative expenses decreased in the second quarter of 2001 compared to the
second quarter of 2000 and compared to the first quarter of 2001, primarily due
to the restructuring done in the second quarter of 2001. It is expected that
general and administrative expenses will continue to decrease in the third and
fourth quarters of 2001, sequentially, when compared to the second quarter of
2001. General and administrative expense may vary as a percentage of net sales
in the future.

         AMORTIZATION. Amortization expenses increased to $0.3 million or 7.5%
of net sales for the quarter ended June 30, 2001, compared to $0.2 million or
3.0% of net sales for the quarter ended June 30, 2000. Amortization expenses
increased to $0.7 million or 6.8% of net sales for the six months ended June 30,
2001, compared to $0.3 million or 2.5% of net sales for the six months ended
June 30, 2000. Amortization expenses increased in the three and six month
periods ended June 30, 2001, compared to the same periods in 2000, primarily as
a result of amortization of the acquisition costs incurred with the purchase of
MimeStar, Inc. ("MimeStar") on June 30, 2000. The amortization expense in total
is associated with the amortization of intangible assets related to the
acquisition of certain assets and intellectual property from Science
Applications International Corporation ("SAIC") in the quarter ending September
30, 1998 and the MimeStar acquisition. On June 30, 2001, the net intangibles
associated with the acquisition of certain assets and intellectual property from
SAIC were determined impaired and written off. Absent subsequent acquisitions,
amortization in future periods will only be associated with the acquisition of
MimeStar and will be approximately $0.2 million per quarter.

         RESTRUCTURING CHARGES. In June 2001, we recorded a charge of $4.0
million for restructuring costs and other special charges consisting primarily
of a $3.1 million impairment charge related to intangible assets of our
SecurityAnalyst and SecureEnterprise product lines and $0.8 million for
severance as a result of reductions in force. Demand has shifted to our new
intrusion detection and security appliance product lines. As such, we
streamlined operations and activities that are not aligned with these core
markets and strategies.


                                       13

<PAGE>

         INTEREST. Net interest income decreased to $0.4 million for the quarter
ended June 30, 2001, compared to $1.2 million for the same period in 2000. Net
interest income decreased to $1.1 million for the six months ended June 30,
2001, compared to $1.6 million for the six months ended June 30, 2000. Net
interest income decreased in the three and six months ended June 30, 2001,
compared to the same periods in 2000, primarily due to the reduced overall cash
balances resulting from operating losses. We expect net interest income to
decrease in the third and fourth quarters of 2001, due to further operating
losses. Net interest income may vary in the future based on our cash flow and
rate of return on investments.

         INCOME TAXES. Our effective tax rate for the quarter ended June 30,
2001 was 4.0%, compared to 31.3% for the quarter ended June 30, 2000. Our
effective tax rate for the six months ended June 30, 2001 was 5.9%, compared to
19.3% for the six months ended June 30, 2000. The effective tax rate for the six
months ended June 30, 2001 varied from the U.S. statutory rate primarily due to
the increase in the valuation allowance for deferred tax assets which recognizes
that tax benefits associated with a significant portion of our operating losses
may not be realized. Without such changes to the valuation allowance, the
Company's effective tax rate for the quarter and six months ended June 30, 2001
would have been 38%.


                                       14

<Page>

LIQUIDITY AND CAPITAL RESOURCES

         Our principal source of liquidity at June 30, 2001 is $17.1 million of
cash and cash equivalents, $9.6 million of short-term investments and $4.1
million of investments with a stated maturity beyond one year. As of June 30,
2001, excluding discontinued operations, working capital was $32.7 million
compared to $48.6 million as of December 31, 2000.

         Cash used in continuing operations for the six months ended June 30,
2001 was $17.7 million, primarily due to an operating loss from continuing
operations of $28.6 million, offset by a decrease in inventories and other
assets. Future fluctuations in inventory balances, accounts receivable and
accounts payable will be dependent upon several factors, including, but not
limited to, quarterly sales, our strategy in building inventory in advance of
receiving orders from customers, and the accuracy of our forecasts of product
demand and component requirements.

         Cash provided by investing activities of continuing operations in the
six months ended June 30, 2001 was $10.8 million, which consisted of the net
proceeds of $11.4 million from the maturities and purchases of available for
sale securities and the purchase of personal property and equipment of $0.6
million.

         Cash provided by financing activities of continuing operations in the
six months ended June 30, 2001 was $0.3 million, which was entirely the result
of the issuance of common stock upon the exercise of employee stock options.

         Cash provided by discontinued operations in the six months ended June
30, 2001 was $3.5 million, which consisted primarily of the net proceeds of the
sale of our legacy local area networking business.

         At June 30, 2001, the Company did not have any material commitments for
capital expenditures.

         During the six months ended June 30, 2001, the Company funded its
operations through the use of cash and cash equivalents.

         We believe that our cash, cash equivalents and investment balances will
provide sufficient cash resources to finance our operations and currently
projected capital expenditures through 2002. However, there can be no assurance
that our cash resources will be sufficient for the year 2002 and beyond.

         We may explore the possible acquisitions of businesses, products and
technologies that are complementary to our existing business. We are continuing
to identify and prioritize additional security technologies which we may wish to
develop, either internally or through the licensing or acquisition of products
from third parties. While we engage from time to time in discussions with
respect to potential acquisitions, there can be no assurances that any such
acquisitions will be made or that we will be able to successfully integrate any
acquired business. In order to finance such acquisitions, it may be necessary
for us to raise additional funds through public or private financings. Any
equity or debt financings, if available at all, may be on terms which are not
favorable to us and, in the case of equity financings, may result in dilution to
our stockholders.


                                       15

<Page>

FACTORS THAT MAY AFFECT FUTURE RESULTS OF OPERATIONS

         Numerous factors may affect our business and future results of
operations. These factors include, but are not limited to, current economic and
market conditions, technological changes, competition and market acceptance,
acquisitions, product transitions, timing of orders, manufacturing and
suppliers, reliance on outsourcing vendors and other partners, intellectual
property and licenses, third-party products, dependence on key customers,
international operations, intellectual property issues and effects of
restructuring plans and cost reductions. The discussion below addresses some of
these and other factors. For a more thorough discussion of these and other
factors that may affect our business and future results, see the discussion
under the caption "Factors That May Affect Future Results of Operations" in our
Annual Report on Form 10-K for the year ended December 31, 2000.

         TECHNOLOGICAL CHANGES. The market for our products is characterized by
frequent product introductions, rapidly changing technology and continued
evolution of new industry standards. The market for security products requires
our products to be compatible and interoperable with products and architectures
offered by various vendors, including other security products, networking
products, workstation and personal computer architectures and computer and
network operating systems. Our success will depend to a substantial degree upon
our ability to develop and introduce in a timely manner new products and
enhancements to our existing products that meet changing customer requirements
and evolving industry standards. The development of technologically advanced
products is a complex and uncertain process requiring high levels of innovation
as well as the accurate anticipation of technological and market trends. There
can be no assurance that we will be able to identify, develop, manufacture,
market and support new or enhanced products successfully in a timely manner.
Further, we or our competitors may introduce new products or product
enhancements that shorten the life cycle of or make obsolete our existing
product lines, any of which could have a material adverse effect on our
business, operating results and financial condition.

         MARKET ACCEPTANCE. We are pursuing a strategy to increase the
percentage of our revenue generated through indirect sales channels including
distributors, value added resellers, system integrators, original equipment
manufacturers and managed service providers. There can be no assurance that our
products will gain market acceptance in these indirect sales channels. Further,
competition among security companies to sell products through these indirect
sales channels could result in significant price competition and reduced profit
margins.

         We are also pursuing a strategy to further differentiate our product
line by introducing complementary security products and incorporating new
technologies into our existing product line. There can be no assurance that we
will successfully introduce these products or that such products will gain
market acceptance. We anticipate competition from networking companies, network
security companies and others in each of our product lines. We anticipate that
profit margins will vary among our product lines and that product mix
fluctuations could have an adverse effect on our overall profit margins.


                                       16

<Page>

         DISPOSITION OF DISCONTINUED OPERATIONS. On April 17, 2000, we announced
plans to sell, or otherwise dispose of, the assets in our networking divisions
which include our Essential Communications division and our local area
networking assets. The disposition of our local area networking assets was
completed in the quarter ended March 31, 2001 generating a gain of $2.1 million
which was used to reduce the estimated net realizable value of the net assets of
our remaining discontinued operations, Essential. During the second quarter of
2001, in response to unfavorable market conditions and efforts to sell
Essential, we recorded additional charges to write down the net assets of
Essential to reflect its current estimated net realizable value of $0.8 million.
The $5.0 million second quarter charge includes $0.8 million for operating
losses expected to be incurred between now and the end of 2001 by which time we
expect to have exited, disposed of or otherwise transitioned a majority of our
ownership in Essential.

         While we took an appropriate charge to exit, dispose of or otherwise
transition a majority of our ownership in Essential, there can be no assurance
that this charge will be sufficient. To the extent it is not, the additional
financial impact will be charged to discontinued operations in future periods.

         ACQUISITIONS. Internet Security Systems, Inc. ("ISS"), Cisco Systems,
Inc. ("Cisco"), Symantec Corp. ("Symantec"), Enterasys Networks ("Enterasys"),
Nokia Corporation ("Nokia"), Nortel Networks ("Nortel") and other competitors
have recently acquired several security companies with complementary
technologies, and we anticipate that such acquisitions will continue in the
future. These acquisitions may permit such competitors to accelerate the
development and commercialization of broader product lines and more
comprehensive solutions than we currently offer. In the past, we have relied
upon a combination of internal product development and partnerships with other
security vendors to provide competitive solutions to customers. Certain of the
recent and future acquisitions by our competitors may have the effect of
limiting our access to commercially significant technologies. Further, the
business combinations and acquisitions in the security industry are creating
companies with larger market shares, customer bases, sales forces, product
offerings and technology and marketing expertise. There can be no assurance that
we will be able to compete successfully in such an environment.

         In September 1998, we completed an acquisition of certain assets of the
Computer Misuse and Detection System ("CMDS") Division from Science Applications
International Corporation ("SAIC"), a privately held company in San Diego,
California. On September 30, 1999, we entered a technology licensing agreement
with RSA Security Inc. ("RSA") under which we are the exclusive licensee of
RSA's Kane Security products in North America and Europe. On June 30, 2000, we
acquired MimeStar, Inc. ("MimeStar"), a Virginia corporation. MimeStar developed
an advanced, network based intrusion detection system called SecureNet Pro(TM).
We may, in the future, acquire or invest in additional companies, business
units, product lines, or technologies to accelerate the development of products
and sales channels complementary to our existing products and sales channels.
Acquisitions involve numerous risks, including: difficulties in assimilation of
operations, technologies, and products of the acquired companies; risks of
entering markets in which we have no or limited direct prior experience and
where competitors in such markets have stronger market positions; the potential
loss of key employees of the acquired company; and the diversion of our
attention from normal daily operation of our business. There can be no assurance
that any other acquisition or investment will be consummated or that such
acquisition or investment will be realized.


                                       17

<Page>

         PRODUCT TRANSITIONS. Once current security products have been in the
market place for a period of time and begin to be replaced by higher performance
products (whether of our design or a competitor's design), we expect the net
sales of such products to decrease. In order to achieve revenue growth in the
future, we will be required to design, develop and successfully commercialize
higher performance products in a timely manner. There can be no assurance that
we will be able to introduce new products and gain market acceptance quickly
enough to avoid adverse revenue transition patterns during current or future
product transitions. Nor can there be any assurance that we will be able to
respond effectively to technological changes or new product announcements by
competitors, which could render portions of our inventory obsolete.

         MANUFACTURING AND SUPPLIERS. Our operational strategy relies on
outsourcing of product assembly and certain other operations. There can be no
assurance that we will effectively manage our third-party contractors or that
these contractors will meet our future requirements for timely delivery of
products of sufficient quality and quantity. Further, we intend to introduce a
number of new products and product enhancements in 2001 which will require that
we rapidly achieve volume production of those new products by coordinating our
efforts with those of our suppliers and contractors. The inability of the
third-party contractors to provide us with adequate supplies of high-quality
products could cause a delay in our ability to fulfill orders and could have an
adverse effect on our business, operating results and financial condition.

         All of the materials used in our products are purchased under contracts
or purchase orders with third parties. While we believe that many of the
materials used in the production of our products are generally readily available
from a variety of sources, certain components such as microprocessors and mother
boards are available from one or a limited number of suppliers. The lead times
for delivery of components vary significantly and can exceed twelve weeks for
certain components. If we should fail to forecast our requirements accurately
for components, we may experience excess inventory or shortages of certain
components which could have an adverse effect on our business and operating
results. Further, any interruption in the supply of any of these components, or
the inability to procure these components from alternative sources at acceptable
prices within a reasonable time, could have an adverse effect on our business
and operating results.

         INTELLECTUAL PROPERTY AND LICENSES. There are many patents held by
companies which relate to the design and manufacture of data security systems.
Potential claims of infringement could be asserted by the holders of those
patents. We could incur substantial costs in defending ourself and our customers
against any such claim regardless of the merits of such claims. In the event of
a successful claim of infringement, we may be required to obtain one or more
licenses from third parties. There can be no assurance that we could obtain the
necessary licenses on reasonable terms.


                                       18

<Page>

         THIRD-PARTY PRODUCTS. We believe that it is beneficial to work with
third parties with complementary technologies to broaden the appeal of our
security products. These non-exclusive alliances allow us to provide integrated
solutions to our customers by combining our developed technology with
third-party products. For example, sales of our PDS security appliance are
dependent upon the security applications which operate on such appliances, our
relationship with the security application vendors, and competition with other
security appliance vendors. Our PDS firewall and VPN appliances integrate Check
Point Software Technologies Ltd. security applications. As we also compete with
our technology partners in certain segments of the market and compete with other
security appliance vendors who have similar alliances, there can be no assurance
that we will have access to all of the third-party products which may be
desirable or necessary in order to offer fully integrated solutions to our
customers.

         DEPENDENCE ON KEY CUSTOMERS. A relatively small number of customers
have accounted for a significant portion of our revenue. U.S. government
agencies, large system integrators and managed service providers are expected to
continue to account for a substantial portion of our net revenue. We
continuously face competition from ISS, Cisco, Netscreen, Nortel, Symantec,
Enterasys, Nokia, SonicWALL, WatchGuard and others for U.S. government security
projects and corporate security installations. Any reduction or delay in sales
of our products to these customers could have a material adverse effect on our
operating results.

         INTERNATIONAL OPERATIONS. Our international operations may be affected
by changes in demand resulting from fluctuations in currency exchange rates and
local purchasing practices, including seasonal fluctuations in demand, as well
as by risks such as increases in duty rates, difficulties in distribution,
regulatory approvals and other constraints upon international trade. Our sales
to foreign customers are subject to export regulations. In particular, certain
sales of our data security products require clearance and export licenses from
the U.S. Department of Commerce under these regulations. Any inability to obtain
such clearances or any required foreign regulatory approvals on a timely basis
could have a material adverse effect on our operating results.

         IMPACT OF GOVERNMENT CUSTOMERS. A significant portion of our revenue is
derived from sales to the U.S. government, either directly by Intrusion.com or
through system integrators and other resellers. Sales to the government present
risks in addition to those involved in sales to commercial customers, including
potential disruptions due to appropriation and spending patterns and the
government's reservation of the right to cancel contracts and purchase orders
for its convenience.

         RESTRUCTURING AND COST REDUCTIONS. We implemented a restructuring plan
in the first and second quarter. The objective of our restructuring plan is to
reduce our cost structure to a sustainable level that is consistent with the
current macroeconomic environment. We also implemented other strategic
initiatives designed to strengthen our operations. These plans involve, among
other things, reductions in our workforce and facilities, aligning our
organization around our business objectives, realignment of our sales force and
changes in our sales management. The workforce reductions could result in
temporary reduced productivity of our remaining employees. Additionally, our
customers and prospects may delay or forgo purchasing our products due to a
perceived uncertainty caused by the restructuring and other changes. Failure to
achieve the desired results of our initiatives could seriously harm our
business, results of operations and financial condition.


                                       19

<Page>

         GENERAL. Sales of our products fluctuate, from time to time, based on
numerous factors, including customers' capital spending levels and general
economic conditions. While certain industry analysts believe that there is a
significant market for data security products, there can be no assurance as to
the rate or extent of the growth of such market or the potential adoption of
alternative technologies. Currently, capital spending for information technology
products, including security products is being adversely affected by uncertain
economic conditions. Future declines in data security product sales as a result
of general economic conditions, adoption of alternative technologies or any
other reason could have a material adverse effect on our business, operating
results and financial condition.

         Due to the factors noted above and in "Management's Discussion and
Analysis of Financial Condition and Results of Operations", our future earnings
and common stock price may be subject to significant volatility, particularly on
a quarterly basis. Past financial performance should not be considered a
reliable indicator of future performance and investors should not use historical
trends to anticipate results or trends in future periods. Any shortfall in
revenue and earnings from the levels anticipated by securities analysts could
have an immediate and significant effect on the trading price of our common
stock in any given period. Also, we participate in a highly dynamic industry
which often results in volatility of our common stock price.


                                       20

<Page>

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         FOREIGN EXCHANGE. Revenue originating outside the U.S. in the quarters
ended June 30, 2001, 2000 and 1999 were 38.2%, 22.2% and 13.6% of total
revenues, respectively. Revenue originating outside the U.S. in the six months
ended June 30, 2001, 2000 and 1999 were 29.1%, 14.1% and 17.5% of total
revenues, respectively. International sales are made mostly from our foreign
sales subsidiaries in the local countries and are typically denominated in U.S.
dollars. These subsidiaries incur most of their expenses in the local currency.

         Our international business is subject to risks typical of an
international business, including, but not limited to: differing economic
conditions, changes in political climate, differing tax structures, other
regulations and restrictions and foreign exchange rate volatility. Accordingly,
our future results could be materially adversely affected by changes in these or
other factors. The effect of foreign exchange rate fluctuations on us in 2001,
2000 and 1999 was not material.

         INTEREST RATES. We invest our cash in a variety of financial
instruments, including bank time deposits, fixed rate obligations of
corporations, municipalities, and state and national governmental entities and
agencies. These investments are denominated in U.S. dollars. Cash balances in
foreign currencies overseas are operating balances and are invested in
short-term time deposits of the local operating bank.

         Investments in fixed rate interest earning instruments carry a degree
of interest rate risk. Fixed rate securities may have their fair market value
adversely affected due to a rise in interest rates. Due in part to these
factors, our future investment income may fall short of expectations due to
changes in interest rates or we may suffer losses of principal if forced to sell
securities which have seen a decline in market value due to changes in interest
rates. Our investment securities are held for purposes other than trading.
Several investment securities have a maturity in excess of one year. The
weighted-average interest rate on investment securities at June 30, 2001 was
6.3%. The fair value of investments held at June 30, 2001 approximates amortized
cost.


                                       21

<Page>

                           PART II - OTHER INFORMATION

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  The Annual Meeting of Stockholders was held on April 26, 2001,
                  at the Holiday Inn Richardson Select in Richardson, Texas. The
                  following is a brief description of each matter voted upon by
                  stockholders, including a number of votes cast for, against,
                  or withheld with regard to each matter of nominee.

                  (1)      Election of six (6) directors to serve until the next
                           Annual Meeting of Stockholders and until their
                           respective successors are duly elected and qualified.

                                                        For           Withheld

                           G. Ward Paxton            18,711,954       778,618
                           Timothy W. Kinnear        18,716,175       775,448
                           T. Joe Head               18,715,355       776,268
                           J. Fred Bucy, Jr.         18,714,525       777,098
                           Grant A. Dove             18,716,005       775,618
                           Donald M. Johnston        18,716,875       774,748


(2)      Approval of the amendment to the Company's 1995 Stock Option Plan as
         described in the Proxy Statement dated March 19, 2001.


                                 For              Against         Abstain
                                 ---              -------         -------
                             17,405,145          2,038,900         47,578


(3)                        Ratification and approval of selection by the Board
                           of Directors of Ernst & Young LLP as independent
                           auditors of the Registrant for the fiscal year ending
                           December 31, 2001.

                                 For               Against        Abstain
                                 ---               -------        -------

                             19,448,771             15,245         27,607




Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.


                  (A.)     EXHIBITS. The following exhibits are included herein:

                                            None


                  (B.)     FORM 8-K. We filed no reports on Form 8-K during the
                                     three months ended June 30, 2001.


                                       22

<Page>

                               S I G N A T U R E S

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.




                                           INTRUSION.COM, INC.


Date: August 14, 2001                      /s/ Jay R. Widdig
                                           -----------------
                                              Jay R. Widdig
                                 Vice President, Chief Financial Officer,
                                            Treasurer & Secretary
                                 (Principal Financial & Accounting Officer)


                                       23