===============================================================================
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549
                            ------------------------



                                    FORM 10-Q



                                      
                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                 OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
                    QUARTERLY PERIOD ENDED SEPTEMBER 30, 1996
                                     
       ------------------------------------------------------------------



                                    
                        Commission File Number 000-21685
                                    


                       INTELIDATA TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

                               DELAWARE 54-1820617
        (State of incorporation) (I.R.S. Employer Identification Number)

               13100 Worldgate Drive, Suite 600, Herndon, VA 20170
                    (Address of Principal Executive Offices)
                                 (703) 834-8500
                         (Registrant's telephone number)





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 of the registrant's Common Stock outstanding on November 7,
1996 was 31,803,641.




===============================================================================
<PAGE>


                                        INTELIDATA TECHNOLOGIES CORPORATION

                                    SEPTEMBER 1996 QUARTERLY REPORT ON FORM 10-Q

                                                  TABLE OF CONTENTS


<TABLE>
<CAPTION>


                                                                                                       Page


<S>                                                                                                     <C>

PART I - FINANCIAL INFORMATION


         Item 1.  Unaudited Consolidated Financial Statements

                  Condensed Consolidated Balance Sheets
                  September 30, 1996 and December 31, 1995............................................   3

                  Condensed Consolidated Statements of Operations
                  Three Months and Nine Months Ended September 30, 1996 and 1995 .....................   5

                  Condensed Consolidated Statements of Cash Flows

                  Nine Months Ended September 30, 1996 and 1995.......................................   6

                  Notes to Condensed Consolidated Financial Statements ...............................   8


         Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations ..........................................................  13


PART II - OTHER INFORMATION


         Item 6.  Exhibits and Reports on Form 8-K....................................................  27


</TABLE>













<PAGE>
PART I:  FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS


                                       INTELIDATA TECHNOLOGIES CORPORATION
                                      CONDENSED CONSOLIDATED BALANCE SHEETS
                              (In thousands, except share and per share amounts)
<TABLE>
<CAPTION>

       ASSETS

                                                                                  (Unaudited)
                                                                                 September 30,        December 31,
                                                                                     1996                 1995
                                                                                 --------------       ------------
<S>                                                                                 <C>               <C>   

CURRENT ASSETS

     Cash and cash equivalents                                                       $   17,494       $   25,120
     Accounts receivable, net of allowances for doubtful accounts and sales
         returns of $126 and $64 in 1996 and 1995, respectively                           1,245              841
     Prepaid expenses                                                                       232              100
     Due from affiliates, net                                                              --                206
     Inventory, net                                                                         745              801
                                                                                      ---------        ---------


         Total current assets                                                            19,716           27,068
                                                                                       --------         --------

PROPERTY AND EQUIPMENT
     Terminals                                                                            1,203            1,526
     Computer equipment                                                                   2,470            1,336
     Furniture and fixtures                                                                 888              398
     Leasehold improvements                                                                 291               95
                                                                                       --------         --------


         Total property and equipment                                                     4,852            3,355
         Accumulated depreciation and amortization                                                       (1,978)
                                                                                       --------         --------

    (1,907)

         Net property and equipment                                                       2,874            1,448
                                                                                       --------         --------


RESTRICTED CASH  4,322                                                                    3,309
INVESTMENT       1,942                                                                    3,393
INVESTMENT IN AFFILIATE, NET                                                              3,404            4,835
COST IN EXCESS OF NET ASSETS ACQUIRED                                                     1,898             --
OTHER ASSETS          932                                                                   199
             ------------                                                              --------         --------


         TOTAL ASSETS                                                               $    35,088      $    40,252

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


                                                                                                     (continued)
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


<PAGE>

                                        INTELIDATA TECHNOLOGIES CORPORATION
                                        CONDENSED CONSOLIDATED BALANCE SHEETS
                           (In thousands, except share and per share amounts;
                                                  continued)
<TABLE>
<CAPTION>


LIABILITIES AND STOCKHOLDERS' EQUITY
                                                                                 (Unaudited)
                                                                                 September 30,       December 31,
                                                                                       1996              1995
                                                                                 -------------       ------------

<S>                                                                              <C>               <C>   

CURRENT LIABILITIES
 Accounts payable and accrued expenses                                           $    1,939        $    1,695
 Braun, Simmons & Co. acquisition consideration payable                               2,000               --
 Accrued acquisition integration costs                                                  701               --
 Accrued wages and taxes payable                                                        912               781
 Short-term borrowings and obligations under capital leases                             291                19
 Other                                                                                  130                 5
                                                                                  ---------         ---------

         Total current liabilities                                                    5,973             2,500
                                                                                  ---------         ---------

LONG-TERM                                                                                88                19
                                                                                  ---------         ---------

         TOTAL LIABILITIES                                                            6,061             2,519
                                                                                  ---------         ---------


COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS' EQUITY
Preferred stock, $.001 par value; 5,000,000 shares authorized;
 none issued or outstanding                                                            --                --
Common stock, $0.001 par value; authorized 30,000,000 shares;
 16,633,956 and 15,529,818 shares issued and outstanding in
 1996 and 1995, respectively                                                             17                 15
Additional paid-in capital                                                           68,012             61,650
Receivable from sale of stock                                                       (2,488)            (2,488)
Deferred compensation                                                                 (162)              (260)
     Unrealized losses on investment                                                (1,450)              --
     Accumulated deficit                                                           (34,902)           (21,184)
                                                                                  ---------          ---------

         TOTAL STOCKHOLDERS' EQUITY                                                  29,027             37,733
                                                                                  ---------          ---------

         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $   35,088         $   40,252
                                                                                  =========          =========

</TABLE>





     See accompanying notes to condensed consolidated financial statements.

<PAGE>

                                     INTELIDATA TECHNOLOGIES CORPORATION
                                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                            (In thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>

                                                 For the three months ended       For the nine months ended
                                                       September 30,                 September 30, 1996
                                                 --------------------------       -------------------------
        
                                                    1996             1995           1996              1995
<S>                                              <C>              <C>           <C>               <C>
REVENUES
     Service fees                                $     551        $     570     $    1,579        $   1,441
     Product sales, net                                510              636          1,347            1,449
     Miscellaneous                                       2                2             12               10
                                                  --------         --------      ---------         --------

         Total revenues                              1,063            1,208          2,938            2,900

COST OF REVENUES
     Service fees                                      130              192            709              791
     Product sales, net                                573              653          1,266            1,450
                                                  --------         --------       --------         --------

         Total cost of revenues                        703              845          1,975            2,241
                                                  --------         --------       --------         --------

         Gross profit                                  360              363            963              659

OPERATING EXPENSES
     Selling, general and administrative             2,926            1,367          7,398            3,599
     Advertising and promotion                         185             --              267                7
     Research and development                          786              272          1,962              779
     In-process research and development
        from acquired company                        4,914             --            4,914             --
                                                  --------        ---------       --------         --------

         Total operating expenses                    8,811            1,639         14,541            4,385
                                                  --------        ---------       --------         --------

         Operating loss                            (8,451)          (1,276)       (13,578)          (3,726)
                                                  --------        ---------       --------         --------

OTHER INCOME (EXPENSE)
     Interest income, net                             306              428             998              277
     Other, net                                       158            --                293                2
     Equity in loss of affiliate                    (537)            --            (1,431)            --
                                                 --------         --------        --------         --------

         Total other income (expense)                (73)              428           (140)              279
                                                 --------         --------        --------         --------

Net loss                                          (8,524)            (848)        (13,718)          (3,447)
Preferred dividend requirement                      --              --               --               (681)
                                                 --------         --------        --------         --------

Net loss applicable to common shareholders      $ (8,524)       $    (848)       $(13,718)        $ (4,128)
                                                 ========        =========        ========         ========

Net loss per common share                       $  (0.53)       $   (0.06)       $  (0.86)        $  (0.44)
                                                 ========        =========        ========         ========

Shares used for computation of net loss per
     common share                                  16,044           14,899          15,903            9,277
                                                 ========        =========        ========         ========
</TABLE>



     See accompanying notes to condensed consolidated financial statements.
<PAGE>


                                      INTELIDATA TECHNOLOGIES CORPORATION
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                           (In thousands; unaudited)
<TABLE>
<CAPTION>

                                                                                        For the nine months
                                                                                          September 30,
                                                                                          -------------
                                                                                     1996               1995
                                                                                     ----               ----
<S>     <C>    <C>   

Cash flows from operating activities
Net loss                                                                           $ (13,718)         $  (3,447)
Adjustments to reconcile net loss to net cash used by
   operating activities:

   Depreciation and amortization                                                          352                 445
   In-process research and development from acquired company                            4,914               --
   Equity in loss of affiliate                                                          1,431               --
   Deferred compensation expense                                                           98                 159
   Gain on sale of assets                                                               (215)                 (2)
   Write-down of assets held for resale                                                    73               --
   Reserves for inventory obsolescence                                                    138               --
   Issuance of stock options to non-affiliate                                              20               --

   Changes in  certain  assets  and  liabilities,  net of  effects  of  non-cash
     transactions:
       Decrease (increase) in accounts receivable                                         222               (502)
       Decrease (increase) in prepaid expenses                                          (132)                 194
       Decrease (increase) in inventory                                                  (81)                (65)
       Decrease (increase) in other assets                                              (802)                  12
       Decrease in accounts payable and accrued expenses                                 (65)               (509)
       Increase in accrued wages and taxes payable                                         67                 125
       Decrease (increase) in other liabilities                                           298                (89)
                                                                                     --------            --------

       Net cash used by operating activities                                          (7,400)             (3,679)
                                                                                    ---------            --------

Cash flows from investing activities

       Purchases of property and equipment                                           (1,702)                (572)
       Issuance of short-term note receivable                                          --                   (250)
       Proceeds from sale of property and equipment                                      187               --
       Increase in restricted cash                                                   (1,013)               --
       Cash costs of business combination, net of cash acquired                         (78)               --
       Proceeds from sale of terminals and terminal components                           220                  447
                                                                                    --------             --------


             Net cash used by investing activities                                   (2,386)                (375)
                                                                                    --------             --------

</TABLE>
                                                                     (continued)





     See accompanying notes to condensed consolidated financial statements.
<PAGE>

                                      INTELIDATA TECHNOLOGIES CORPORATION
                                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (In thousands; unaudited)
                                                   (Continued)
<TABLE>
<CAPTION>

                                                                                    For the nine months ended
                                                                                           September 30,
                                                                                           -------------
                                                                                       1996             1995
                                                                                       ----             ----
<S>                                                                                    <C>              <C>    

Cash flows from financing activities

       Proceeds from issuances of common stock, net of discount                        2,173           42,141
       Expenses from the issuance of common stock                                       --              (360)
       Redemption of Series B preferred stock                                           --            (4,925)
       Repayment of debt                                                                --            (4,632)
       Principal payments under capital lease obligations                               (13)            (343)
       Payment of dividends                                                             --            (2,684)
                                                                                    --------         --------


             Net cash provided by financing activities                                 2,160           29,197
                                                                                    --------         --------

             Increase (decrease) in cash and cash equivalents                        (7,626)           25,143

Cash and cash equivalents, beginning of period                                        25,120            2,568
                                                                                    --------         --------

Cash and cash equivalents, end of period                                           $  17,494        $  27,711
                                                                                    ========         ========

Supplemental disclosure of investing activities:

       Fair value of common stock issued for acquisition of
             Braun, Simmons & Co.                                                  $   4,170        $   --
                                                                                    ========         ========

       Portion of acquisition consideration payable in cash                        $   2,000        $   --
                                                                                    ========         ========

</TABLE>


















     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


(1)      Basis of Presentation

                  The condensed  consolidated  balance sheet as of September 30,
         1996, and the related condensed  consolidated  statements of operations
         and cash flows for the three and nine month periods ended September 30,
         1996 and 1995  presented  in this Form 10-Q  represent  the  historical
         results of US Order,  Inc. ("US Order").  On November 7, 1996, US Order
         and Colonial Data Technologies Corp.  ("Colonial Data") merged with and
         into  InteliData   Technologies   Corporation   ("InteliData"   or  the
         "Company").  Effective with this merger InteliData became the successor
         corporation to US Order and is the registrant filing this Form 10-Q for
         the period ended September 30, 1996.

                  The condensed  consolidated  balance sheet of InteliData as of
         September 30, 1996, and the related condensed  consolidated  statements
         of operations and cash flows for the three and nine month periods ended
         September  30,  1996  and  1995,  are  unaudited.  In  the  opinion  of
         management,  all adjustments  necessary for a fair presentation of such
         financial statements have been included.  Such adjustments consist only
         of  normal  recurring  items.   Interim  results  are  not  necessarily
         indicative of results for a full year.

                  The condensed  consolidated financial statements and notes are
         presented  as  required  by  Form  10-Q,  and  do not  contain  certain
         information   included  in  the  Company's  annual  audited   financial
         statements  and notes.  These  financial  statements  should be read in
         conjunction  with the annual audited  financial  statements of US Order
         and Colonial Data and the notes  thereto,  together  with  management's
         discussion   and  analysis  of  financial   condition  and  results  of
         operations,  contained in US Order's and Colonial Data's Forms 10-K for
         the fiscal year ended December 31, 1995.

                  Certain  amounts  have been  reclassified  to conform to the
         current  year presentation.


<PAGE>

(2)      Merger of US Order and Colonial Data

                  On November 7, 1996,  US Order and  Colonial  Data merged with
         and into InteliData  (the "Merger").  The Merger is being accounted for
         under the purchase method of accounting, with US Order being deemed the
         acquirer. Pursuant to this transaction, InteliData became the successor
         corporation  to  US  Order.  Under  the  terms  of  the  Merger,   each
         outstanding  share of the common stock of US Order and  Colonial  Data,
         $.001 par value and $.01 par value,  respectively,  was converted  into
         one share of  InteliData  common  stock,  $.001 par value.  Immediately
         following  the merger,  former  holders of US Order  common  stock held
         approximately 52% of the outstanding shares of the Company, with former
         holders  of  Colonial  Data  common  stock  collectively   holding  the
         remaining  48% of the  Company's  outstanding  shares of common  stock.
         Colonial Data designs, develops and markets telecommunications products
         that  support   intelligent   network   services  being  developed  and
         implemented  by  the  regional  Bell  operating   companies  and  other
         telephone operating  companies,  and these operations will initially be
         an  important  segment  of  the  Company's  ongoing   operations.   The
         allocation  of the purchase  price of Colonial Data  approximated  $189
         million is based on a  preliminary  independent  appraisal  of the fair
         market value of certain of the assets acquired and liabilities assumed.
         The appraisal preliminarily allocated: (1) approximately $87 million to
         tangible  and  intangible  assets  net  of  liabilities   assumed,  (2)
         approximately  $30 million to the cost in excess of net assets acquired
         ("goodwill") and (3) approximately  $72 million to in-process  research
         and development with no alternative  future use, which will be expensed
         by the Company in the fourth quarter of 1996.

                  The effect of the combination of Braun, Simmons & Co. ("Braun,
         Simmons")  and US Order is  discussed in Note 3 and shown below as "Pro
         Forma US Order". The unaudited  consolidated results of operations on a
         pro forma  basis,  excluding  the impact of the  charges  for  acquired
         in-process  research and  development,  relating to Braun,  Simmons and
         Colonial Data and as though both companies had been acquired and merged
         as of the  beginning  of the  Company's  fiscal years 1996 and 1995 are
         reported  below (in  thousands).  This method of  combining  historical
         financial  statements for the  preparation  of the pro forma  condensed
         consolidated  financial  information  is  for  presentation  only.  The
         unaudited pro forma  condensed  consolidated  financial  information is
         provided  for  illustrative   purposes  only  and  is  not  necessarily
         indicative  of the  consolidated  financial  position  or  consolidated
         results of  operations  that would have been  reported  had the mergers
         occurred at the beginning of the year, nor do they represent a forecast
         of the consolidated financial position or results of operations for any
         future period.

<TABLE>
<CAPTION>

                                         For the three months ended                         For the three months ended
                                              September 30,1996                                  September 30,1995
                                 ----------------------------------------------       --------------------------------------------
                                 Pro Forma        Historical         Pro Forma        Pro Forma      Historical         Pro Forma
                                 ---------       ------------        ----------       ---------     -------------       ---------
                                  US Order       Colonial Data       InteliData        US Order     Colonial Data       InteliData
                                 ---------       -------------       ----------       ---------     -------------       ----------
<S>                               <C>              <C>               <C>              <C>              <C>              <C>

   Revenues                       $    2,085       $   12,544        $   14,629       $   1,643        $  19,626        $   21,269
   Gross profit                          674            4,339             4,514             651            8,181             8,333
   Operating income (loss)           (3,715)               84           (4,300)         (1,340)            5,135             3,126
   Net income (loss)                 (3,789)              238           (4,071)           (915)            3,454             2,395
   Net income (loss) per share    $   (0.23)       $     0.02        $   (0.13)       $  (0.06)        $    0.23        $     0.07
</TABLE>


<TABLE>
<CAPTION>
                                         For the nine months ended                          For the nine months ended
                                              September 30,1996                                  September 30,1995
                                  ---------------------------------------------       --------------------------------------------
                                  Pro Forma       Historical         Pro Forma        Pro Forma        Historical       Pro Forma
                                  ---------      -------------       ----------       ---------       -------------     ----------
                                   US Order      Colonial Data       InteliData        US Order       Colonial Data     InteliData
                                  ---------      -------------       ----------       ---------       -------------     ----------
<S>                               <C>              <C>               <C>              <C>                <C>            <C>

   Revenues                       $    5,677       $   50,152        $   55,589       $   4,370          $  53,140      $   57,510
   Gross profit                        1,999           17,578            18,081           1,490             21,790          21,784
   Operating income (loss)           (8,795)            6,597           (6,746)         (3,983)             13,493           4,962
   Net income (loss)                 (8,941)            4,944           (5,437)         (3,708)              8,693           2,387
   Net income (loss) per share    $   (0.55)       $     0.32        $   (0.17)       $  (0.38)          $    0.61      $     0.07
</TABLE>


<PAGE>

         Pro Forma Adjustments


         The pro forma InteliData  information  reflects adjustments made to the
         unaudited financial statements of US Order and Colonial Data for:

         (1)   the elimination of intercorporate transactions
         (2)   the  preliminary   allocation  of  purchase  price  to  developed
               technology,  the excess of the  estimated  fair market value over
               the carrying  amount of Colonial Data's lease base, and goodwill.
               Such developed  technology is amortized on a straight-line  basis
               over two years; the asset related to the Colonial Data lease base
               is  amortized  on a  straight-line  basis  over five  years;  and
               goodwill  is  amortized  on a  straight-line  basis over seven to
               fifteen years
         (3)   the accrual of estimated transaction and other related costs.
               Estimated costs  incurred by Colonial Data relating to the
               mergers of $2 million have been reflected as expenses
         (4)   the effect of the  combination of Braun  Simmons',  US Order's
               and Colonial Data's operations and adjustments on income taxes

(3)      Acquisition of Braun, Simmons

                  On  September  30,  1996,  the  Company  acquired  all  of the
         outstanding  capital stock of Braun,  Simmons (the  "Acquisition"),  an
         information  engineering  firm  specializing in the development of home
         banking  and  commerce  solutions  for  financial   institutions.   The
         Acquisition  was accounted for under the purchase method of accounting.
         The majority  shareholder  of Braun,  Simmons became an employee of the
         Company  effective with the  Acquisition.  Established in 1990,  Braun,
         Simmons has formal business  relationships  with the Company intends to
         continue  and  expand,  with  CheckFree,  CompuServe,  IBM,  Microsoft,
         Prodigy,  Tandem  and  Visa  InterActive.  The  purchase  price  of the
         Acquisition was computed as follows (in thousands):

<TABLE>
<S>                                                                                   <C>   

         Estimated fair value of common stock to be issued .......................... $  4,170
         Cash consideration .........................................................    2,000
         Estimated US Order transaction costs .......................................      913
                                                                                      --------
                                                                                      $  7,083
                                                                                      ========
 </TABLE>


<TABLE>
<CAPTION>

         The  allocation  of the purchase  price among  identifiable  intangible
         assets  was  based  on  a  preliminary  independent  appraisal  of  the
         estimated fair value of those assets as follows:

<S>                                                                                   <C>    

         Current assets ............................................................. $    700
         Equipment and other.........................................................      286
         In-process research and development ........................................    4,914
         Goodwill ...................................................................    1,898
         Liabilities assumed ........................................................    (715)
                                                                                      --------

              Total.................................................................. $  7,083
                                                                                      ========
</TABLE>





<PAGE>

                  The purchased in-process research and development was expensed
         by US Order on September  30, 1996, as the  technology  had not reached
         technological  feasibility and does not have  alternative  future uses.
         The  goodwill  will  be  amortized  over  a  seven  year  period  on  a
         straight-line  basis.  The Company  believes that this Acquisition is a
         strong  strategic  and  technological  fit and enhances  the  Company's
         ability to offer a spectrum of end-to-end  solutions for remote banking
         and  provides  the Company  with a strong  position  in the  middleware
         connectivity  business for financial  institutions.  See Note 2 for pro
         forma effect.


(4)      Long-Term Investment


                  On  April 6,  1995,  US Order  entered  into a stock  exchange
         agreement with Colonial Data, a strategic alliance partner.  As part of
         the agreement, US Order agreed to exchange $3,000,000 of its restricted
         common  stock on April  15,  1996 for  $3,000,000  of  Colonial  Data's
         unregistered  common  stock,  subject  to  certain   limitations.   The
         agreement  was  modified  on April 1,  1996 to  change  the date of the
         exchange  to July 15, 1996 and was  modified  again on July 10, 1996 to
         change the date of the exchange to October 15, 1996. On August 5, 1996,
         US Order  and  Colonial  Data  entered  into an  Agreement  and Plan of
         Merger,  postponing the stock exchange agreement,  as amended,  pending
         consummation  of the merger.  The merger was consummated on November 7,
         1996. See Note 2.


                  The terms of the  Company's  investment in the common stock of
         Colonial Data restricted the Company from selling such stock until June
         8, 1997.  As of September  30, 1996,  the Company had  classified  this
         investment as "available  for sale" and was carrying the  investment at
         fair value, based on the quoted market value. As of September 30, 1996,
         an unrealized  loss of $1,450,000 on this investment was recognized due
         to a decline in the market  value of Colonial  Data's  stock,  and this
         unrealized  loss was carried as a separate  component of  stockholders'
         equity. Concurrent with the consummation of the merger between US Order
         and  Colonial  Data on  November  7, 1996,  the shares of common  stock
         exchanged by US Order and Colonial Data on June 8, 1995 were canceled.

(5)      Lines of Credit

                  In May 1996,  the Company  entered into two credit  agreements
         with the same bank that provide for borrowings of up to $5,000,000. The
         first  credit  agreement  covers the period  through  May 1997 and is a
         revolving line of credit of $1,000,000 that is fully  collateralized by
         a bank  certificate  of  deposit.  The  second  credit  agreement  is a
         $4,000,000  line of credit  utilized for the purpose of issuing letters
         of credit. The advances and/or face amounts of letters of credit issued
         under  this  agreement  are  collateralized  by either  100% of pledged
         certificates  of  deposit  or  90%  of  pledged  Treasury   investments
         acceptable to the bank. These  agreements  provide for various interest
         rates at the Company's election and do not have a commitment fee on the
         unused  portion of the credit  lines.  These  agreements  also  contain
<PAGE>

         certain conditions including,  but not limited to, restrictions related
         to cash and cash  equivalent  balances,  net worth,  indebtedness,  and
         loans or  advances  to other  entities,  as well as  restrictions  with
         respect to  acquisitions  and the sale of assets.  As of September  30,
         1996 and November 10, 1996,  the Company had no  borrowings or advances
         against  the $1 million  revolving  line of credit,  but had  committed
         $3,309,000 of the $4 million letter of credit line through the issuance
         of a letter of  credit  to  Standard  Telecommunications  Ltd.  ("STL")
         through  December  31,  1996.  This  letter of credit was issued by the
         Company for a commitment to purchase from STL approximately  $3,300,000
         of its next  generation  smart  telephones for delivery in 1996.  These
         credit  agreements are  collateralized  by bank certificates of deposit
         totaling  $4,322,000  which  are  included  in  restricted  cash in the
         accompanying consolidated balance sheet as of September 30, 1996.


                  On April 30, 1996,  Colonial Data renewed its credit facility,
         increasing  its  credit  line  to  $5  million  and  letter  of  credit
         availability  to $10  million.  The  Colonial  Data loan  agreement  is
         subject  to  renewal  on April 30,  1998.  As of  September  30,  1996,
         Colonial  Data had the entire  credit line  available and $9 million of
         letter of credit available.


(6)      New Accounting Standards

                  On January 1, 1996, the Company adopted  Financial  Accounting
         Standards  Board Statement of Financial  Accounting  Standards No. 121,
         Accounting for the  Impairment of Long-lived  Assets and for Long-lived
         Assets to be Disposed of ("Statement 121") and No. 123,  Accounting for
         Stock-based Compensation ("Statement 123"). Statement 121 requires that
         the Company review its long-lived assets for impairment whenever events
         or circumstances  indicate that the carrying amount of an asset may not
         be  recoverable.  To the extent that the future  undiscounted  net cash
         flows expected to be generated from an asset are less than the carrying
         amount of the asset, an impairment loss will be recognized based on the
         difference  between  the  asset's  carrying  amount and its fair market
         value.  The adoption of Statement 121 had no impact on the accompanying
         consolidated financial statements.

                  Statement 123 recommends,  but does not require,  the adoption
         of a fair value based method of accounting for stock-based compensation
         to employees,  including common stock options.  The Company has elected
         to continue recording  stock-based  compensation to employees under the
         intrinsic  value method of accounting for  stock-based  compensation to
         employees, as permitted by Statement 123. Certain pro forma disclosures
         will be  included  in the  Company's  Form  10-K  for the  year  ending
         December 31, 1996 as if the fair value based method had been adopted.







<PAGE>

ITEM 2:               MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

Overview

       US Order, Inc. ("US Order") was organized in 1990 to provide  interactive
applications  (including  home banking)  primarily to individual  customers on a
smart  telephone.  On November 7, 1996, US Order and Colonial Data  Technologies
Corp. ("Colonial Data") merged with and into InteliData Technologies Corporation
("InteliData"  or the  "Company").  Pursuant to this merger on November 7, 1996,
InteliData became the successor corporation to US Order.

       On August 1, 1994, the Company sold its  electronic  banking and bill pay
operations to Visa International Services Association ("Visa") for approximately
$15 million,  the  assumption  of certain  liabilities  and the right to receive
certain  royalties  during a 72 month  period  commencing  January 1,  1995.  In
addition,  Visa  designated  the Company as a "preferred  provider"  through the
72-month  royalty period and, as such, will make its member banks aware that the
Company can provide certain of its interactive  applications,  customer  support
services and smart telephones to Visa member banks.


       On October 19, 1995, the Company completed a transaction to acquire a 40%
equity  interest  in Home  Financial  Network,  Inc.  ("HFN"),  a newly  formed,
development  stage personal  computer  company that is developing and delivering
electronic  financial  products  and  services for  consumers.  At closing,  the
Company exchanged 296,746 shares of its common stock, valued at approximately $5
million, for 40% of HFN. In April 1996, Fleet Venture Resources, Inc. acquired a
3.8%  equity  interest  in HFN for $1 million,  and as a result,  the  Company's
equity interest in HFN was reduced to  approximately  39%. The Company  believes
that its investment in HFN will complement its home banking strategy by adding a
personal   computer  based  application  to  the  current  smart  telephone  and
touch-tone  applications  that the Company  offers.  The Company  expects HFN to
incur  operating  losses at least  through 1996 of which the Company will record
its proportionate share.

       On September 30, 1996, the Company acquired all of the outstanding  stock
of Braun,  Simmons & Co. ("Braun,  Simmons"),  an information  engineering  firm
specializing  in the  development  of home  banking and commerce  solutions  for
financial  institutions.  The  acquisition  was accounted for under the purchase
method of accounting.  Established in 1990,  Braun,  Simmons has formal business
relationships with CheckFree,  CompuServe,  IBM, Microsoft,  Prodigy, Tandem and
Visa InterActive. The purchase price approximated $7.1 million, including a cash
payment of $2 million (paid in October 1996) and the issuance of 375,000  shares
of common stock,  valued at $4.17  million.  As a result of the  acquisition  of
Braun,  Simmons,  the Company recognized a $4.9 million in-process  research and
development  charge and recorded  $1.95 million in costs in excess of net assets
acquired  ("goodwill")  in the quarter  ended  September  30, 1996.  The Company
believes that this acquisition is a strong strategic and  technological  fit and
enhances the Company's  ability to offer a spectrum of end-to-end  solutions for
remote  banking as well as expanding  the  Company's  home banking  connectivity
product line.

<PAGE>


       On  November  7, 1996,  US Order and  Colonial  Data merged with and into
InteliData.   The  merger  was  accounted  for  under  the  purchase  method  of
accounting,   with  US  Order  being  deemed  the  acquirer.  Pursuant  to  this
transaction,  InteliData became the successor corporation to US Order. Under the
terms of the merger,  each outstanding share of the common stock of US Order and
Colonial Data, $.001 par value and $.01 par value,  respectively,  was converted
into one  share of  InteliData  common  stock,  $0.001  par  value.  Immediately
following the merger, former holders of US Order common stock held approximately
52% of the  outstanding  shares of the Company,  with former holders of Colonial
Data common  stock  collectively  holding  the  remaining  48% of the  Company's
outstanding shares of common stock.


       InteliData will concentrate on three markets.  In the electronic commerce
business,  the Company  markets its bill  payment and home  banking  products to
financial institutions.  In the consumer telecommunications device business, the
Company offers a revolutionary  smart telephone and an integrated line of caller
identification  products through both telephone companies and retailers.  In the
on-line service business,  InteliData delivers  information services to users of
smart telephones,  digital PCS phones,  alphanumeric pagers and personal digital
assistants.


       The  purchase  price of Colonial  Data was  approximately  $189  million,
allocated as follows:  (1)  approximately $87 million to tangible and intangible
assets net of liabilities  assumed, (2) approximately $30 million to the cost in
excess of net assets acquired ("goodwill"), and (3) approximately $72 million to
in-process  research and  development,  which will be expensed by the Company in
the fourth quarter of 1996.


       To  date,  the  Company  has  generated  limited  revenues  based  on the
historical  operations of US Order.  Colonial Data had revenues of approximately
$74  million in the fiscal year ended  December  31, 1995 and $50 million in the
nine months ended  September 30, 1996.  InteliData will generate future revenues
through the sale of its newly acquired Colonial Data telecommunications  product
lines,  smart  telephones  and home banking  products,  as well as by generating
monthly fees for providing ongoing services,  including interactive applications
and customer support services.  Colonial Data's telecommunications  product line
includes Caller ID adjunct units, corded and cordless telephones with integrated
Caller ID, and small business telecommunication systems. Further, US Order began
shipping its next generation smart telephone to retail stores during the quarter
ended September 30, 1996. This next generation smart telephone is sold under the
brand  name  "Intelifone(TM)"  in  the  retail  and  paging  markets  and as the
"Telesmart   4000"   in   the   telecommunications    channel.    Revenue   from
telecommunications  and smart  telephone  product sales and related  interactive
services  will be dependent on the  Company's  success in marketing  and selling
these products and related services in the retail, paging and telecommunications
markets,  as well as in keeping current with new technology and product releases

<PAGE>

in this competitive  market place. The Company's success in generating  revenues
from home banking  products and related  services is dependent,  in part, on the
success of its strategic  partner,  Visa  InterActive,  in marketing and selling
these  products and services to Visa member  banks,  as well as by the Company's
success in taking advantage of Braun,  Simmons' current strategic  relationships
and existing market channels. In addition,  the Company has the right to receive
on a quarterly  basis from Visa  $0.666 per month per active  bill pay  customer
that uses the Visa Bill-Pay System through  December 31, 2000. This payment from
Visa is subject to certain  limitations,  including a  reduction  in the royalty
payment for each quarter  beginning January 1, 1995 through December 31, 1997 by
an offset amount (the "Visa Offset"). The Visa Offset,  initially set at $73,315
per quarter,  accumulates quarterly up to an aggregate of $879,780.  The Company
has not received any revenue from these Visa royalty payments through  September
30, 1996 and does not expect to receive any revenue from these  payments,  after
application of the Visa Offset, through at least the first half of 1997.




Results of Operations
---------------------

The following  represent the results of operations  for InteliData for the three
months and nine months ended  September  30, 1996 and 1995.  These  results were
based  on  the  stand  alone  operations  of US  Order,  Inc.,  the  predecessor
corporation to InteliData.

Three months ended September 30, 1996 and 1995

Revenues


         The  Company's  third  quarter  revenues  decreased  by  $145,000  from
$1,208,000 in 1995 to $1,063,000 in 1996. Product revenues decreased by $126,000
between periods,  from $636,000 in the third quarter of 1995 to $510,000 for the
same period in 1996.  The  Company  began  shipping  its next  generation  smart
telephone,  the  Intelifone(TM),  to  retail  markets  near the end of the third
quarter of 1996, and revenues from these product sales  comprised  approximately
64% of the product  revenues for the third quarter of 1996. The product revenues
generated  in the third  quarter  of 1995  were  from the sale of the  Company's
previous  generation  PhonePlus(TM)  smart  telephones,  which the  Company  was
selling through its strategic  relationship with Visa.  Service fees revenue for
the third quarter of 1996 were $551,000 compared to $570,000 for the same period
in 1995, a decrease of $19,000.  The Company's customer support revenues,  which
are remarketed by Visa  InterActive to Visa member banks,  totaled  $422,000 for
the third  quarter of 1996,  a $244,000  increase  over the same period in 1995.
This increase  offset  decreases in monthly service fees revenue and development
fees for smart telephones totaling $88,000 and $178,000,  respectively,  between
periods.  Monthly  service fees revenue are from customers who use the Company's
previous  generation smart telephones and associated  interactive  applications,
and the  decrease  was  primarily  due to the  Company's  continuing  efforts to
convert  these  customers to Visa member banks.  The Company  expects its merger
with Colonial Data to significantly  increase  revenues in the fourth quarter of
1996 and  thereafter.  See Summary of  Operations  and  Financial  Positions for
Colonial Data.


Cost of Revenues


         The Company's third quarter cost of revenues decreased by $142,000 from
$845,000  in 1995 to  $703,000  for the same  period  in 1996.  Product  cost of
revenue decreased by $80,000 between periods, from $653,000 in the third quarter
of 1995 to  $573,000  for the same period in 1996.  Included in product  cost of
revenue  in the  third  quarter  of 1996 is a  $138,000  reserve  for  inventory
obsolescence  related to writing down the Company's  previous  generation  smart

<PAGE>

telephone,  the  PhonePlus(TM),  to fair market value.  This increase in product
cost revenue is offset by a decrease in sales of the Company's smart  telephones
between  periods  resulting  from the  transition  from  primarily  selling  the
Company's  PhonePlus(TM)  smart telephone to selling its next  generation  smart
telephone,  the  Intelifone(TM),  which the  Company  began  shipping  to retail
markets at the end of the third quarter of 1996 and which comprised the majority
of product  revenue in the third quarter of 1996.  The  Company's  third quarter
service cost of revenue  decreased by $62,000 from  $192,000 in 1995 to $130,000
for the same  period in 1996.  Service  cost of revenue  related  to  generating
monthly fee revenues  decreased by  $122,000,  offsetting a $57,000  increase in
costs related to providing  customer support services to Visa, Visa member banks
and third parties.  The service cost of revenues related to monthly service fees
decreased  between periods due to the full depreciation in the fourth quarter of
1995 of the smart  telephones  utilized to generate monthly fee revenues and due
to the continuing  conversion of customers  utilizing  smart  telephones to Visa
member banks.  The increase in cost of revenue related to customer service was a
direct  result of increased  customer  volume and revenue from this source.  The
Company expects its merger with Colonial Data to significantly  increase cost of
revenues in the fourth quarter of 1996 and thereafter. See Summary of Operations
and Financial Positions for Colonial Data.

         Gross margin for product  sales was (12%) for the third quarter of 1996
as  compared  to  approximately  break  even for the same  period  in 1995.  The
negative  gross  margin for the third  quarter of 1996 was due to the  inventory
obsolescence reserve recorded in the third quarter of 1996 for the PhonePlus(TM)
smart  telephone.  The gross  margin for the same  period in 1995  reflects  the
Company's  previous  strategy  in 1995 of  selling  its prior  generation  smart
telephones at low margins  through its strategic  alliance with Visa to build an
installed  base of  subscribers  who are  potential  sources of monthly fees. In
addition,  as a result of the change in the  composition of service fees revenue
and the costs  associated  with service fees revenue,  gross margins  related to
service fees increased from 66% in the third quarter of 1995 to 76% for the same
period in 1996. The composition of product revenues primarily  reflecting retail
sales in the  third  quarter  of 1996 and the  increases  in  service  fee gross
margins between periods,  offset by the inventory  reserve recorded in the third
quarter of 1996,  resulted in an increase of overall  gross  margins from 30% in
the third  quarter  of 1995 to 34% in the third  quarter  of 1996.  The  Company
expects its gross  margin  percentages  to vary in future  periods  based on the
revenue mix between product sales,  lease and service  revenues as well as based
upon the  composition of its product and service fee revenues  earned during the
period.  The  Company  expects its merger with  Colonial  Data to  significantly
increase gross profit in the fourth quarter of 1996 and thereafter.  See Summary
of Operations and Financial Positions for Colonial Data.


Selling, General and Administrative

         Selling,  general and  administrative  expenses were $2,926,000 for the
third  quarter of 1996 as compared to  $1,367,000  in the third quarter of 1995.
The increase of $1,559,000  was a result of the  Company's  hiring of additional
staff,  upgrading  systems and  operations in  anticipation  of the potential of
increased business later in 1996 resulting from its strategic alliance with Visa
InterActive, as well as from other markets for the Company's smart telephone and
home banking  products and services.  The Company expects that selling,  general
and  administrative  expenses will continue to increase  during the remainder of

<PAGE>

1996 and  thereafter  as a  result  of the  merger  with  Colonial  Data and the
acquisition  of  Braun,  Simmons,  as  well  as  the  continued  development  of
infrastructure  to handle the  anticipated  increase  in  business  in both home
banking and telecommunications product and service sales.

Advertising and Promotion

         Advertising  and  promotion   expenses  increased  between  periods  by
$185,000,  from $0 in the third  quarter of 1995 to $185,000 for the same period
in 1996.  During the third  quarter  of 1996,  the  Company  began  selling  its
Intelifone(TM)  smart  telephone  directly  to retail  stores and  outlets.  The
Company expects its advertising and promotion expenses to increase substantially
in future periods from the  expenditures  incurred during the third quarter (and
first nine  months) of 1996 and during the fiscal year ended  December  31, 1995
with the  entrance of its next  generation  smart  telephone  into these  retail
channels,  the merger with Colonial Data and the acquisition of Braun,  Simmons.
The merger with Colonial  Data, in  particular,  will increase  advertising  and
promotion  expenses as the Company promotes  Colonial Data's  telecommunications
product lines to retail markets and to the regional Bell operating companies and
other  telephone  operating  companies  with whom  Colonial  Data  generated its
product, lease and service revenues.

Research and Development

         Research and  development  costs were  $786,000 in the third quarter of
1996 as  compared  to  $272,000  for the same  period in 1995.  The  increase of
$514,000 was largely attributable to developing,  designing and testing both the
Company's  home  banking  connectivity  products  and support  services  and the
Company's  next  generation  smart  telephone  and  its  associated  interactive
services.  The Company has been  actively  engaged in research  and  development
since its inception and expects that these  activities  will be essential to the
operations of the Company in the future.  The Company also expects  research and
development  costs to increase  during the remainder of 1996 and thereafter as a
result of the merger with Colonial Data and the acquisition of Braun, Simmons on
September  30, 1996 as both are  actively  engaged in research  and  development
activities.

In-Process Research and Development from Acquired Company


         The Company incurred a $4,914,000  expense in the third quarter of 1996
for in-process  research and  development  related to the  acquisition of Braun,
Simmons on September 30, 1996. The accounting  principles of a purchase business
combination  require that the purchase price be allocated to in-process research
and development  projects and, if these projects have no alternative future use,
be expensed at the date of  consummation  of the  business  combination.  In the
fourth quarter of 1996, it is expected that the Company will incur approximately
$72  million of  in-process  research  and  development  expenses  in the fourth
quarter of 1996 as a result of its merger  with  Colonial  Data on  November  7,
1996.




<PAGE>

Interest Income, Net

         Interest  income was $306,000 for the third quarter of 1996 compared to
$428,000  for the third  quarter of 1995.  The  decrease of $122,000  was due to
decreased  cash  balances  between  periods  based on the  Company's use of cash
throughout  the fourth quarter of 1995 and the first nine months of 1996 to fund
operations and invest in  infrastructure  and capital  equipment.  In connection
with the merger with Colonial Data,  additional cash and equivalent  balances of
$23 million were acquired.  The Company  expects  interest income to increase in
the fourth quarter of 1996 and thereafter. The Company incurred minimal interest
expense in the third quarter of 1996 and 1995.

Equity in loss of affiliate


         Equity in loss of affiliate  was $537,000 in the third  quarter of 1996
compared to $0 in the third quarter of 1995. The increase was due to the Company
recording its  proportionate  share of losses of HFN and the amortization of the
excess of the  purchase  price  over the  Company's  share of the  equity in net
assets of HFN, following the Company's investment in HFN in October 1995. HFN is
a newly formed,  development  stage personal  computer  software company that is
developing  and  delivering  electronic  financial  products for  consumers  and
services  through banks.  The Company expects HFN's operating losses to continue
through the remainder of 1996.




Nine months ended September 30, 1996 and 1995

Revenues


         The Company's  revenues for the first nine months of 1996  increased by
$38,000  from  $2,900,000  in 1995  to  $2,938,000  in  1996.  Product  revenues
decreased by $102,000 between periods,  from $1,449,000 in the first nine months
of 1995 to $1,347,000  for the same period in 1996.  The Company began  shipping
its next generation smart telephone,  the  Intelifone(TM),  to retail markets in
the third  quarter of 1996,  and revenues  from these  product  sales  comprised
approximately 42% of the product revenues for the first nine months of 1996. The
product revenues  generated in the first nine months of 1995 were primarily from
the sale of the Company's previous  generation  PhonePlus(TM)  smart telephones,
which the Company was selling  through  its  strategic  relationship  with Visa.
Service fees revenue for the first nine months of 1996 were $1,579,000  compared
to  $1,441,000  for the same  period  in 1995,  an  increase  of  $138,000.  The
Company's customer support revenues, which are remarketed by Visa InterActive to
Visa member  banks,  totaled  $1,138,000  for the first nine  months of 1996,  a
$620,000  increase over the same period in 1995. This increase offset  decreases
in monthly  service  fees  revenue  and  development  fees for smart  telephones
totaling $290,000 and $203,000,  respectively,  between periods. Monthly service
fees revenue are from customers who use the Company's previous  generation smart
telephones  and  associated  interactive  applications,  and  the  decrease  was
primarily due to the Company's  continuing efforts to convert these customers to
Visa  member  banks.  The  Company  expects  its merger  with  Colonial  Data to
significantly  increase  revenues in the fourth quarter of 1996 and  thereafter.
See Summary of Operations and Financial Positions for Colonial Data.

<PAGE>

Cost of Revenues

         The Company's  cost of revenues for the first nine months  decreased by
$266,000  from  $2,241,000  in 1995 to  $1,975,000  for the same period in 1996.
Product cost of revenues decreased by $184,000 between periods,  from $1,450,000
in the first  nine  months of 1995 to  $1,266,000  for the same  period in 1996.
Included  in  product  cost of revenue  for the first  nine  months of 1996 is a
$132,000  reserve for  inventory  obsolescence  related to the write down of the
Company's previous generation smart telephone, the PhonePlus(TM), to fair market
value.  This  increase is offset by a decrease in sales of the  Company's  smart
telephones  resulting from the transition  from primarily  selling the Company's
PhonePlus(TM)  smart telephone to selling its next generation  smart  telephone,
the  Intelifone(TM),  which the Company began  shipping to retail markets at the
end of the third quarter of 1996.  The Company's  third quarter  service cost of
revenues for the first nine months decreased by $82,000 from $791,000 in 1995 to
$709,000  for the same  period in 1996.  Service  cost of  revenues  related  to
generating  monthly fee revenues  decreased  by $446,000,  offsetting a $366,000
increase in costs related to providing  customer  support services to Visa, Visa
member banks and third parties.  The service cost of revenues related to monthly
service  fees  decreased  between  periods due to the full  depreciation  in the
fourth quarter of 1995 of the smart telephones  utilized to generate monthly fee
revenues  and due to the  continuing  conversion  of customers  utilizing  smart
telephones  to Visa member  banks.  The increase in cost of revenues  related to
customer  service was a direct result of increased  customer  volume and revenue
from this source.


         Gross margin for product sales was 6% for the first nine months of 1996
as compared to  approximately  break even for the same period in 1995. The gross
margin  for  product  revenues  for the first  nine  months of 1996  reflects  a
$138,000 reserve for inventory obsolescence. The gross margin for the first nine
months of 1995 reflected the Company's  previous strategy in 1995 of selling its
prior generation  smart  telephones at negligible  margins through its strategic
alliance with Visa to build an installed base of  subscribers  who are potential
sources of monthly  fees.  Revenues from product sales for the first nine months
of 1995 consisted  primarily of sales of the Company's previous generation smart
telephone,  the  PhonePlus(TM).  In  addition,  as a result of the change in the
composition of service fees revenue and the costs  associated  with service fees
revenue,  gross margins  related to service fees increased from 45% in the first
nine  months of 1995 to 55% for the same  period  in 1996.  The  composition  of
product revenues and the increases in service fee gross margins between periods,
offset  by the  inventory  obsolescence  reserve  for  the  PhonePlus(TM)  smart
telephones,  resulted  in an increase  of overall  gross  margin from 23% in the
first nine months of 1995 to 33% in the first nine  months of 1996.  The Company
expects  its gross  margin to vary in future  periods  based on the  revenue mix
between  product  sales,  lease and  service  revenues as well as based upon the
composition  of its product and service fee revenues  earned  during the period.
The Company expects its merger with Colonial Data to significantly increase cost
of  revenues  in the  fourth  quarter  of 1996 and  thereafter.  See  Summary of
Operations and Financial Positions for Colonial Data.

<PAGE>

Selling, General and Administrative

         Selling,  general and  administrative  expenses were $7,398,000 for the
first nine  months of 1996 as  compared to  $3,599,000  in the third  quarter of
1995.  The  increase  of  $3,799,000  was a result  of the  Company's  hiring of
additional staff and an increase in costs associated with upgrading  systems and
operations in anticipation of the potential of increased  business later in 1996
resulting  from its strategic  alliance with Visa  InterActive,  as well as from
other markets for the Company's  smart  telephone and home banking  products and
services. The Company expects that selling,  general and administrative expenses
will continue to increase  during the remainder of 1996 and thereafter  based on
the Company's  acquisitions and integration of operations of both Braun, Simmons
and Colonial  Data, as well as the continued  development of  infrastructure  to
handle  the   anticipated   increase  in  business  in  both  home  banking  and
telecommunications  product and service  sales.  See Summary of  Operations  and
Financial Positions for Colonial Data.

Advertising and Promotion

         Advertising  and  promotion   expenses  increased  between  periods  by
$260,000,  from $7,000 in the first nine months of 1995 to $267,000 for the same
period in 1996.  During the third quarter of 1996, the Company began selling its
Intelifone(TM)  smart  telephone  directly  to retail  stores and  outlets.  The
Company expects its advertising and promotion expenses to increase substantially
in future periods from the  expenditures  incurred during the third quarter (and
first nine  months) of 1996 and during the fiscal year ended  December  31, 1995
with the  entrance of its next  generation  smart  telephone  into these  retail
channels  and with the  acquisition  of Braun,  Simmons and Colonial  Data.  The
merger with Colonial Data, in particular,  will result in increased  advertising
and   promotion    expenses   as   the   Company   promotes    Colonial   Data's
telecommunications  product  lines to retail  markets and to the  regional  Bell
operating  companies and other telephone  operating companies with whom Colonial
Data  generated  its  product,  lease  and  service  revenues.  See  Summary  of
Operations and Financial Positions for Colonial Data.

Research and Development

         Research and development costs were $1,962,000 in the first nine months
of 1996 as  compared to $779,000  for the same period in 1995.  The  increase of
$1,183,000 was largely  attributable  to developing,  designing and testing both
the Company's home banking  connectivity  products and support  services and the
Company's  next  generation  smart  telephone  and  its  associated  interactive
services.  The Company has been  actively  engaged in research  and  development
since its inception and expects that these  activities  will be essential to the
operations of the Company in the future.  The Company also expects  research and
development  costs to increase during the remainder 1996 and thereafter based on
the  acquisition  of Braun,  Simmons on  September  30,  1996.  The Company also
expects its merger with  Colonial  Data to  significantly  affect  research  and
development  expenses in the fourth quarter of 1996 and thereafter.  See Summary
of Operations and Financial Positions for Colonial Data.


<PAGE>

In-Process Research and Development from Acquired Company

         The Company  incurred a $4,914,000  expense in the first nine months of
1996 for  in-process  research and  development  related to the  acquisition  of
Braun,  Simmons on September 30, 1996. The  accounting  principles of a purchase
business  combination require that the purchase price be allocated to incomplete
research and  development  projects and, if these  projects have no  alternative
future use, be expensed at the date of consummation of the business combination.
The Company will record approximately $72 million in related in-process research
and  development  expenses in the fourth quarter of 1996 in connection  with the
merger with Colonial Data on November 7, 1996.

Interest Income, Net

         Interest  income,  net was  $998,000  for the first nine months of 1996
compared to $277,000  for the same period of 1995.  The increase of $721,000 was
due  primarily to the  significant  increases  in the  Company's  cash  balances
between  periods  from its June 1995 public  offering and a decrease in interest
expense  between  periods,  primarily due to two factors:  (i) in June 1995, the
Company  retired  substantially  all long term debt as it related to its capital
leases and  outstanding  borrowings  with  WorldCorp  and Verifone with proceeds
derived from its initial public offering and (ii) in August 1994, in addition to
purchasing  the  Company's  electronic  banking  and bill pay  operations,  Visa
assumed $853,000 of the Company's  capital lease  obligations and  miscellaneous
liabilities.  The Company expects its merger with Colonial Data to significantly
affect interest income in the fourth quarter of 1996 and thereafter. See Summary
of Operations and Financial Positions for Colonial Data.

Equity in loss of affiliate


         Equity in loss of affiliate was  $1,431,000 in the first nine months of
1996  compared to $0 in the same  period of 1995.  The  increase  was due to the
Company recording its proportionate  share of losses of HFN and the amortization
of the excess of the purchase  price over the  Company's  share of the equity in
net assets of HFN,  following the  Company's  investment in HFN in October 1995.
HFN is a newly formed, development stage personal computer software company that
is  developing  and  delivering  electronic  financial  products and services to
consumers.  The Company expects HFN's operating  losses to continue  through the
remainder of 1996.








<PAGE>



Summary of Operations and Financial Positions for Colonial Data

         The following selected consolidated  financial data is derived from the
consolidated  financial  statements of Colonial Data (in  thousands,  except per
share data):
<TABLE>
<CAPTION>


                                             For the three months ended        For the nine months ended
                                                   September 30,                      September 30,
                                             --------------------------        -------------------------

                                               1996             1995            1996               1995
                                              ------           ------          ------             ------
                                           (unaudited)      (unaudited)     (unaudited)        (unaudited)

<S>                                        <C>             <C>                 <C>               <C>
Statement of Operations Data:


Revenues                                    $  12,544       $   19,626          $  50,152        $  53,140
Gross profit                                    4,339            8,181             17,578           21,790
Income from operations                             84            5,135              6,597           13,493
Net income                                        238            3,454              4,944            8,693
Net income per share                        $    0.02       $     0.23          $    0.32        $    0.61
Weighted average shares                        15,573           15,335             15,592           14,306

</TABLE>

<TABLE>
<CAPTION>

                                                  September 30, 1996                 December 31, 1995
                                            ---------------------------        --------------------------
                                                     (unaudited)
<S>                                                 <C>                                  <C>   
Balance Sheet Data:


Working capital                                      $  74,606                           $  68,915
Current assets                                          78,464                              74,752
Property, plant and equipment, net                       5,425                               6,733
Total assets                                            88,061                              86,405
Total borrowings                                          --                                 1,000
Stockholders' equity                                    80,568                              84,203
</TABLE>



Three months ended September 30, 1996 and 1995 for Colonial Data


Revenues


         Revenues for the three months ended September 30, 1996 were $12,544,000
compared to $19,626,000 for the same period in the prior year.  Product revenues
decreased 33% to $9,215,000  for the three months ended  September 30, 1996 from
$13,828,000  for the three  months  ended  September  30,  1995.  This  decrease
resulted from lower  product  promotional  sales.  Lease  revenues  decreased to
$2,738,000 for the three months ending September 30, 1996 compared to $5,362,000
for the same  period in the prior  year due to a decline  in the number of units
under lease by  customers.  Service  revenues  increased 36% to $591,000 for the
three months ended  September  30, 1996 from $436,000 for the same period in the
prior year, primarily due to the completion of certain repair contracts.


Gross Profit


         For the three months ended September 30, 1996,  Colonial Data generated
gross profit of $4,339,000 on revenues of $12,544,000, for a gross margin of 35%
for the  period  compared  to 42% for the same  period  last year.  The  Company
expects its gross  margin  percentages  to vary in future  periods  based on the
revenue mix between  product  sales,  lease and  service  revenues,  competitive
pricing  influences and, the composition of its product and service fee revenues
earned during the period.

<PAGE>

         Operating  income for the three  months  ended  September  30, 1996 was
$84,000  compared  to  $5,135,000  for the same  period in the prior  year.  The
decrease in income from operations is primarily  attributed to declining profits
on the Caller ID leasing program due to attrition and increasing operating costs
associated  with the hiring of additional  personnel.  Also  contributing to the
decrease in operating income were merger and one-time charges totaling $629,000,
net of applicable income taxes, or $0.04 per share.


Net Income


         Net income was $238,000 for the three months ended  September  30, 1996
compared to net income of $3,454,000  for the same period in the prior year. The
decrease  in net  income is  primarily  related to the  decline  in income  from
operations, and a decrease in investment income of $210,000 for the period.


Net Income per Share

         Net income per share was $0.02 for the three months  ended  September
30, 1996  compared to $0.23 for the same period in the prior year.

Weighted Average Shares

         The fully diluted  weighted  average shares increased to 15,573,000 for
the three months ended  September 30, 1996  compared to 15,335,000  for the same
period in the prior year.  The increase  resulted  primarily  from stock options
issued to employees since the third quarter of 1995.


Nine months ended September 30, 1996 and 1995

Revenues

         Revenues for the nine months ended September 30, 1996 were  $50,152,000
compared to $53,140,000 for the same period in the prior year.  Product revenues
increased 7% to  $38,456,000  for the nine months ended  September 30, 1996 from
$36,008,000  for the nine months ended  September 30, 1995. This growth resulted
from marketing and promotional campaigns conducted by telcos and the Company and
revenues from CDT Telecom  Systems,  Inc., the Company's small business  product
subsidiary.  Lease revenues  decreased to $10,155,000 for the nine months ending
September 30, 1996 compared to $15,550,000 for the same period in the prior year
due to a  decline  in the  number of units  under  lease by  customers.  Service
revenues decreased 3% to $1,541,000 for the nine months ended September 30, 1996
from  $1,582,000  for the same  period in the prior year,  primarily  due to the
completion of certain repair contracts.


<PAGE>

Gross Profit

         For the nine months ended  September 30, 1996,  Colonial Data generated
gross margin of  $17,578,000 on revenues of  $50,152,000,  for a gross margin of
35% for the period  compared to 41% for the same  period last year.  The Company
intends to  continue  Colonial  Data's  operations  as an  integral  part of its
operations.  The Company expects its gross margin  percentages to vary in future
periods  based on the  revenue  mix  between  product  sales,  lease and service
revenues,  competitive  pricing  influences,  the composition of its product and
service  fee  revenues  earned  during  the  period,  and  competitive   pricing
influences.

Operating income


         Operating  income for the nine  months  ended  September  30,  1996 was
$6,597,000  compared to  $13,493,000  for the same period in the prior year. The
decrease in income from operations is primarily  attributed to declining profits
on the Caller ID leasing program due to attrition and increasing operating costs
associated with the hiring of additional personnel.  Merger and one-time charges
in the third quarter totaled $629,000,  net of applicable income taxes, or $0.04
per share.


Net Income


         Net income was $4,944,000 for the nine months ended  September 30, 1996
compared to net income of $8,693,000  for the same period in the prior year. The
decrease  in net  income is  directly  related  to the  decline  in income  from
operations,  offset in part by an increase in investment  income of $565,000 for
the period.


Net Income per Share

         Net income per share was $0.32 for the nine months  ended  September
30,  1996  compared to $0.61 for the same period in the prior year.

Weighted Average Shares

         The fully diluted  weighted  average shares increased to 15,592,000 for
the nine months ended  September 30, 1996  compared to  14,306,000  for the same
period in the prior year. The increase resulted  primarily from shares issued in
connection  with a  secondary  common  stock  offering  of  1,645,000  shares by
Colonial Data in July 1995.


Liquidity and Capital Resources

         The Company,  formerly US Order,  has generated  operating losses since
its inception. As a result of the merger with Colonial Data on November 7, 1996,
the Company has acquired  operations that generated net income of  approximately
$12,523,000 and $4,944,000, respectively, for the fiscal year ended December 31,
1995 and the nine months ended September 30, 1996. The Company's smart telephone
and home banking  products and services are subject to the risks inherent in the

<PAGE>

marketing and  development  of new products.  The market for these  products and
services is relatively new and is characterized by rapid  technological  change,
evolving  standards,  changes in end-user  requirements and frequent new product
introductions  and  enhancements.  However,  the merger with  Colonial  Data has
provided the Company with established  product lines and sales channels in large
telecommunications markets. The industry for the Company's products and services
is  intensely  competitive.  The Company  experiences  direct  competition  from
manufacturers of smart telephones, Caller ID units, and cordless phones and from
companies  that  develop   transaction   processing   software  for  interactive
applications and customer support  services.  To date, the Company has generated
limited  revenues from its product and service sales;  however,  the merger with
Colonial Data has provided the Company with an  established  revenue stream that
totaled  approximately $74 million and $50 million,  respectively,  for the year
ended December 31, 1995 and the nine months ended September 30, 1996.  There can
be no assurance as to what level of future sales or royalties,  if any, that the
Company  will receive  from Visa,  Visa member banks and retail  markets for its
smart telephone and home banking products and services.

         During  the  first  nine  months  of 1996,  operating  activities  used
$7,400,000  compared to $3,679,000 in the same period in 1995. This increase was
primarily  related to  increased  operating  losses in the first nine  months of
1996.

         Investing  activities used  $2,386,000  during the first nine months of
1996 compared to $375,000 in the same period in 1995. The increase in the use of
cash for investing  activities  was  primarily  due to $1,013,000  invested in a
certificate  of  deposit  pledged  as  collateral  for a line of  credit  and an
increase in the purchase of computer  equipment to support  customer service and
upgrade internal networks.

         Financing  activities  provided  $2,160,000 in the first nine months of
1996 compared to $29,197,000 in the same period in 1995. This decrease  resulted
from the net proceeds  received by the Company's initial public offering in June
1995, after the redemption of preferred stock, repayment of debt, and payment of
dividends on both redeemable and convertible preferred stock.

         In November  1995,  the Company  committed  to purchase  from  Standard
Telecommunication  Ltd.  ("STL")  approximately  $3,300,000  worth  of its  next
generation  smart telephones for delivery during 1996. The Company began selling
these next generation  smart telephones to retail stores in the third quarter of
1996. The Company expects to incur significant  capital  expenditures in 1997 to
enhance current infrastructure and internal systems to handle increased business
and to integrate the operations of Colonial Data and Braun, Simmons.

         In May 1996, the Company entered into a facility operating lease for an
additional  10,478 square feet of office space which will be used in addition to
the Company's  current  office  space.  The lease covers a 54 month period which
commenced  in  August  1996  with  aggregate  minimum  lease  payments  equal to
approximately $450,000.

<PAGE>


         In May 1996, the Company  entered into two credit  agreements  with the
same bank that provide for borrowings up to $5,000,000. As of September 30, 1996
and October 31, 1996, the Company had no borrowings  against either of these two
credit  lines,  but had  committed  $3,309,000 of these credit lines through the
issuance of a letter of credit to STL for the  purchase  of its next  generation
smart telephone.


         The Company's  primary needs for cash in the future are for investments
in  product  development,   working  capital,   strategic  ventures,   potential
acquisitions,  capital expenditures and the upgrade of the Company's systems and
operations in order to support its strategic  alliance with Visa InterActive and
integration  activities  relating to the merger and acquisition of Colonial Data
and Braun,  Simmons. In order to meet the Company's needs for cash over the next
twelve  months,  the Company will utilize  proceeds from its 1995 initial public
offering,  additional cash and short-term  investments resulting from the merger
with Colonial Data (approximately $23 million), credit lines, and, to the extent
available,  gross margins  generated from the sale and lease of its products and
services. Additionally, the Company will utilize proceeds from its approximately
$2,500,000  advertising credit, which was received as partial  consideration for
certain  shares of Series C  convertible  preferred  stock in 1993,  subject  to
certain restrictions regarding its usage.



Cautionary Statement for Purposes of the "Safe Harbor" Provisions of the Private
Securities Litigation Reform Act of 1995


         The  above  information  includes   forward-looking   statements,   the
realization  of which  may be  impacted  by the  factors  discussed  below.  The
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation Reform Act of 1995 (the "Act").  This report
contains forward looking statements that are subject to risks and uncertainties,
including,  but not  limited  to, the impact of  competitive  products,  product
demand  and  market  acceptance  risks,  reliance  on key  strategic  alliances,
fluctuations  in operating  results,  delays in  development  of  highly-complex
products,  the timing of  implementation  and  promotion of Caller ID service by
telephone   operating   companies,   reliance   on  key   strategic   alliances,
concentration  of customer base and resulting  adverse  effects from the loss of
any  one or  more  of the  Company's  major  customers,  the  telecommunications
regulatory  environment,  changes in general economic conditions and other risks
detailed  from time to time in the  Company's  filings with the  Securities  and
Exchange  Commission,  including  the risk factors  disclosed  in the  Company's
Registration Statement on Form S-4 (Commission File No. 333-11081) and the
Reports on Form 10-K of US Order and Colonial Data for the year ended December
31, 1995.  These risks could  cause  the  Company's  actual  results  for 1996
and  beyond  to  differ materially from those expressed in any forward looking
statements made by, or on behalf of, the Company. The foregoing list of factors
should not be construed as exhaustive or as any admission regarding the adequacy
of disclosures made by the Company prior to the date hereof or the effectiveness
of said Act.




<PAGE>

 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K


     (a)  Exhibits



<TABLE>
<CAPTION>
                                                                                         Begins
       Exhibit                                                                         Sequential
         No.        Exhibit                                                              Page No.
       -------      -------                                                            ----------


         <S>        <C>                                                                <C>    

         4.1        Form of Warrant, as amended (Incorporated by
                    reference to Exhibit 4.3 to the Colonial Data
                    Technologies Corp. Registration Statement on Form
                    S-4, File No. 33-30242).
 
        10.1        Technical Information and Patent License Agreement effective
                    as of August 1, 1987 by and between  American  Telephone and
                    Telegraph and Colonial Data Technologies Corp. (Incorporated
                    by reference to Exhibit 1 to the Colonial Data  Technologies
                    Corp.  Report on Form 10-Q for the quarter  ended  September
                    30, 1989, File No.
                    0-15562).

        10.2        Sales and Service Subcontract Agreement, dated December
                    20, 1994, between US Order, Inc. and Visa Interactive, Inc.
                    (Incorporated by reference to the US Order Registration
                    Statement on Form S-1, dated June 1, 1995 as filed with
                    the Commission, File No. 33-90978).

        10.3        Acquisition  Agreement,  as  amended,  dated July 15,  1994,
                    among Visa International Service Association, US Order, Inc.
                    and WorldCorp, Inc. (Incorporated by reference to the US
                    Order Registration  Statement  on Form S-1,  dated June 1,
                    1995 as filed with the Commission, File No. 33-90978).

        10.4        Stock Option Agreement, dated as of August 1, 1994, be-
                    tween US Order, Inc. and John C. Backus, Jr. (Incorporated
                    by reference to the US Order Registration Statement on Form
                    S-1, dated June 1, 1995 as filed with the Commission, File
                    No. 33-90978).
</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                                                                           Begins
       Exhibit                                                                           Sequential
         No.        Exhibit                                                                Page No.
       -------      -------                                                              ----------
        <S>         <C>                                                                  <C>    

        10.5        Letter   Agreement   dated  April  5,  1995   between   Visa
                    International    Service   Association   and US Order, Inc.
                    (Incorporated  by  reference  to  the US  Order Registration
                    Statement on Form S-1,  dated June 1, 1995 as filed with the
                    Commission, File No. 33-90978).

        10.6        Amendment No. 1, dated as of May 1, 1995, to Stock Op-
                    tion Agreement between US Order, Inc. and John C. Backus,
                    Jr. (Incorporated by reference to the US Order Registration
                    Statement on Form S-1, dated June 1, 1995 as filed with the
                    Commission, File No. 33-90978).

        10.7        Colonial Data Technologies Corp. 401(k) Plan (Incorporated
                    by reference to the Colonial Data Technologies Corp. Report
                    on Form 10-Q for the year ended December 31, 1994, File No.
                    0-15562).

        10.8        Agreement, dated as of March 1, 1996 between Colonial Data
                    Technologies Corp. and Robert J. Schock (Incorporated by
                    reference to the Colonial Data Technologies Corp. Report on
                    Form 10-Q for the quarter ended March 31, 1996, File No.
                    0-15562).

        10.9        Amended and Restated Loan and Security Agreement between
                    Colonial Technologies Corp. and People's Bank, dated
                    May 3, 1996 (Incorporated by reference to the Colonial Data
                    Technologies Corp. Report on Form 10-Q for the quarter
                    ended June 30, 1996, File No. 0-15562).

       10.10        Revolving Credit Note between Colonial Technologies Corp.
                    and People's Bank, dated May 3, 1996 (Incorporated by
                    reference to the Colonial Data Technologies Corp. Report on
                    Form 10-Q for the quarter ended June 30, 1996, File No.
                    0-15562).

       10.11        Guaranty Agreement between Colonial Data Technologies
                    Corp. and People's Bank, dated May 3, 1996 (Incorporated
                    by reference to the Colonial Data Technologies Corp. Report
                    on Form 10-Q for the quarter ended June 30, 1996, File No.
                    0-15562).
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                                                                                             Begins
       Exhibit                                                                              Sequential
         No.        Exhibit                                                                  Page No.
       -------      -------                                                                 ----------
       <S>          <C>                                                                     <C>   

       10.12        Master Trademark License Agreement between Colonial
                    Data Technologies Corp. and Pacific Bell (Incorporated
                    by reference to the Colonial Data Technologies Corp.
                    Report on Form 10-Q for the quarter ended June 30, 1996,
                    File No. 0-15562).

     *10.13         Bond Purchase Agreement by and among CDT Realty Corp.                   32
                    and 80 Pickett District Associates, L.L.C., dated as of
                    September 13, 1996.

       11           Calculations of Earnings per Common Share                               35

     *27            Financial Data Schedule


     *Filed herewith



(b)   Reports on Form 8-K


      (i)           Colonial Data Technologies Corp. filed a report on Form
                    8-K on August 5, 1996 under Item 5 relating to Colonial
                    Data Technologies Corp. entering into an Agreement and
                    Plan of Merger with US Order, Inc., dated August 5, 1996,
                    pursuant to which Colonial Data Technologies Corp. and
                    US Order, Inc. would be merged into the Registrant.

      (ii)          US Order, Inc. filed a report on Form 8-K on August 5,
                    1996 under Item 5 relating to US Order, Inc. entering into
                    an Agreement and Plan of Merger with Colonial Data
                    Technologies Corp., pursuant to which US Order, Inc. and
                    Colonial Data Technologies Corp. would be merged into the
                    Registrant.
</TABLE>


<PAGE>












                                   SIGNATURES



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



                       INTELIDATA TECHNOLOGIES CORPORATION


                       By:     /s/ John C. Backus
                          ----------------------------
                          John C. Backus
                          President
                          (Duly Authorized Officer




                      By:     /s/ Timothy R. Welles
                         -----------------------------
                         Timothy R. Welles
                         Executive Vice President
                         (Duly Authorized Officer




                      By:     /s/ John N. Giamalis
                         -----------------------------
                         John N. Giamalis
                         Vice President and Chief Financial Officer
                         (Principal Accounting Officer)





Date:  November 14, 1996

<PAGE>






                        Commission file number 000-21685






                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549




                                    EXHIBITS

                                       to

                                    FORM 10-Q



               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934




                 For the fiscal quarter ended September 30, 1996



                       INTELIDATA TECHNOLOGIES CORPORATION

             (Exact name of registrant as specified in its charter)






<PAGE>

                                                                   EXHIBIT 10.13


                             BOND PURCHASE AGREEMENT

         This  Agreement,  (the  "Agreement") is made and entered into this 13th
day of September,  1996, by and among 80 Pickett District Associates,  L.L.C., a
Connecticut  limited  liability  company  ("80  PDA") and CDT  Realty  Corp.,  a
Connecticut corporation ("CDT Realty").

                                R E C I T A L S :

         WHEREAS, 80 PDA is the owner of the issued and outstanding  Connecticut
Development  Authority ("CDA") Industrial  Development bonds (Diventco Project -
1983 Series)  issued  September 2, 1983,  in the  original  principal  amount of
$2,000,000 (the "Bonds").

         NOW THEREFORE,  in consideration of the mutual covenants and agreements
hereinafter set forth,  and other good and valuable  consideration,  the receipt
and  sufficiency  of which is hereby  acknowledged  by the parties  hereto,  the
parties hereto hereby agree as follows:

         1. Subject to the terms and provisions contained herein, at the Closing
         (as hereinafter defined) 80 PDA agrees to transfer, sell and convey all
         of its right, title and interest in the Bonds together with any and all
         rights  and  benefits  of 80 PDA under  the  Indenture  of Trust  dated
         September  2,  1993  from  the  Connecticut  Development  Authority  to
         Citytrust, as Trustee (the "Indenture") and all monies due or to become
         due under the Bonds,  the  Indenture  and the  Financing  Documents (as
         defined  in the  Indenture)  to CDT  Realty  and CDT  Realty  agrees to
         purchase  the Bonds from 80 PDA for a price equal to One Million  Three
         Hundred Fifty  Thousand  Dollars  ($1,350,000)  in cash by delivering a
         certified check or checks payable to the order of 80 PDA (the "Purchase
         Price").

         2. 80 PDA  represents  and warrants to CDT Realty that:  (i) 80 PDA has
         authorized the execution, delivery and performance of this Agreement by
         all necessary limited  liability  company action;  and (ii) 80 PDA owns
         the  Bonds  free and  clear of  liens,  encumbrances,  liabilities  and
         restrictions  (collectively,  "Liens"),  and the  delivery of the Bonds
         pursuant  to this  Agreement  will  transfer  to CDT  Realty  good  and
         marketable title to the Bonds free and clear of all Liens.

         3. CDT Realty  represents  and  warrants  to 80 PDA that CDT Realty has
         authorized the execution, delivery and performance of this Agreement by
         all necessary corporation action.

         4. The closing of the transactions  contemplated hereby (the "Closing")
         shall  take place at the  offices  of  LeBoeuf,  Lamb,  Greene  MacRae,
         L.L.P.,  225 Asylum  Street,  Hartford,  Connecticut,  at 9:00 a.m.  on
         September  13,  1996 or such other date as the parties  shall  mutually
         agree.
<PAGE>


         5.    At the Closing, 80 PDA shall deliver to CDT Realty the following:

               (a)  an Assignment duly executed by 80 PDA in the form of Exhibit
                    A attached hereto; and

               (b)  the original Bonds.

         6.    At the Closing, CDT Realty shall deliver to 80 PDA a certified
               check in the amount of $1,350,000.

         7.  The  obligations  of CDT  Realty  to  consummate  the  transactions
         contemplated  herein shall be subject to the satisfaction at Closing of
         each of the following conditions:

               (a) the representations and warranties of 80 PDA contained herein
               shall have been true and correct  when made and shall be true and
               correct at Closing as though such  representations and warranties
               were made at and as of such date; and

               (b) 80 PDA shall have  performed  and complied with all covenants
               and other  obligations  to be performed or complied with by it at
               or prior to Closing.

         8.  The   obligations  of  80  PDA  to  consummate   the   transactions
         contemplated  herein shall be subject to the satisfaction at Closing of
         each of the following conditions:

               (a) the  representations  and warranties of CDT Realty  contained
         herein shall have been true and correct when made and shall be true and
         correct at Closing as though such  representations  and warranties were
         made at and as of such date; and

               (b) CDT  Realty  shall  have  performed  and  complied  with  all
         covenants and other  obligations to be performed or complied with by it
         at or prior to Closing.

         9. From and after the Closing,  the parties  shall  execute and deliver
         such other  instruments  of conveyance and transfer and take such other
         actions as may be  reasonably  required  to  effectively  carry out the
         transactions contemplated herein.

         10. In the event any portion of this  Agreement  is found to be invalid
         or unenforceable, the remainder shall remain in full force and effect.

         11. This Agreement may be executed in any number of counterparts and by
         the various parties on separate counterparts, each of which, when taken
         as a  whole,  shall  be  deemed  to be the  complete  agreement  of the
         parties.

         12. This  Agreement  shall in all respects be  construed in  accordance
         with and governed by the  substantive  laws of the State of Connecticut
         without reference to its choice of law rules.
<PAGE>


         13. This Agreement  embodies the entire agreement and  understanding of
         the parties  hereto  with  respect to the subject  matter  hereof,  and
         supersedes all prior and contemporaneous  agreements and understandings
         relative to such subject matter.

         14. This  Agreement  and the  various  rights and  obligations  arising
         hereunder  shall  inure  to the  benefit  of and be  binding  upon  the
         parties, their successors and assigns.

         15. None of the covenants,  terms or conditions of this Agreement to be
         paid,  observed  and  performed  by any  party  shall in any  manner be
         altered,  waived,  modified,  changed or abandoned  except by a written
         instrument, duly signed and delivered by all of the parties hereto.

         IN WITNESS WHEREOF,  the parties hereto have executed this Agreement as
of the date first above written.

                                80 PICKETT DISTRICT ASSOCIATES, L.L.C.



                                BY:           /s/ Robert J. Schock
                                Name:         Robert J. Schock
                                Title:        Manager



                                CDT REALTY CORP.



                                By:           /s/ John N. Giamalis
                                Name:         John N. Giamalis
                                Title:        Vice President




                   [SIGNATURE PAGE TO BOND PURCHASE AGREEMENT]




<PAGE>





                                                                      Exhibit 11


                                      INTELIDATA TECHNOLOGIES CORPORATION
                                   CALCULATIONS OF EARNINGS PER COMMON SHARE
                             (In thousands, except per share amounts; unaudited)
<TABLE>
<CAPTION>

                                                 For the three months ended       For the nine months ended
                                                       September 30,                 September 30, 1996
                                                ---------------------------       -------------------------
                                                    1996           1995              1996          1995
                                                 ----------     ----------        ----------    ---------
<S>                                              <C>          <C>                 <C>            <C> 

Adjustments to net loss:

     Net loss                                    $ (8,524)    $    (848)          $ (13,718)     $ (3,447)
     Preferred dividend requirement                 --            --                  --             (681)
                                                  --------      --------           --------       --------


         Net loss applicable to common stock
           and common stock equivalents used
           for primary computation                 (8,524)         (848)           (13,718)        (4,128)

Fully diluted adjustments - preferred

            dividend requirement                    --            --                 --                681
                                                  --------      --------           --------       --------


     Adjusted net loss applicable to

         common stock assuming full dilution     $ (8,524)    $   (848)          $ (13,718)     $  (3,447)
                                                  ========     ========           =========      =========




     Average number of share of common
       stock outstanding                           16,044         14,899             15,903          9,277
     Fully diluted adjustments (2):

       Assume exercise of options and warrants      1,131          2,354              1,584          2,270
       Assume conversion of preferred stock        --              --                --              3,676
                                                 --------       --------           --------       --------


         Total number of shares assumed to

            be outstanding after full dilution    17,175         17,253             17,487          15,223
                                                 =======        =======           ========        ========



Net loss per common share:
   Primary loss per share (1)                  $  (0.53)      $  (0.06)          $  (0.86)      $   (0.44)
                                                ========       ========           ========       =========

   Fully diluted loss per share (2)            $  (0.50)      $  (0.05)          $  (0.78)      $   (0.23)
                                                ========       ========           ========       =========
</TABLE>


(1) The  assumed  exercise  of options  and  warrants in periods of net loss are
    anti-dilutive  and are not included in the computation  and  presentation of
    primary earnings per share.

(2) The assumed exercise of options,  warrants and conversion of preferred stock
    are  anti-dilutive  but are  included in the  calculation  of  fully-diluted
    earnings per share in accordance with Regulation S-K Item 601 (a)(11).