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                       SECURITIES AND EXCHANGE COMMISSION


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



                                   FORM 10-Q/A



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



     For the Quarter ended: March 31, 2001 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)

             11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191
                    (Address of Principal Executive Offices)
                                 (703) 259-3000
                         (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 March 31,
2001 was 45,622,153.

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<PAGE>


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                                EXPLANATORY NOTE

     This  amendment is being filed to reflect the  restatement of the Company's
unaudited condensed  consolidated  financial statements,  as discussed in Note 5
thereto,  and other information  related to such restated financial  statements.
Except  for  Items  1 and 2 of  Part I, no  other  information  included  in the
original report on Form 10-Q is amended by this Form 10-Q/A.

     On January 11,  2001,  the Company  acquired  Home Account  Holdings,  Inc.
("Home  Account")  and its operating  subsidiary,  Home Account  Network,  Inc.,
pursuant to an agreement and plan of merger whereby a wholly-owned subsidiary of
the Company merged with and into Home Account,  with Home Account  surviving the
merger as the Company's wholly-owned subsidiary.

     In connection with the acquisition of Home Account the Company  established
$2,477,00  in  liabilities  associated  with the  involuntary   termination  of
employees of the acquired company that were reflected as assumed  liabilities in
the initial allocation of the purchase price.  Subsequent to the issuance of its
condensed consolidated financial statements for the three months ended March 31,
2001, the Company determined that $1,606,000 of the liabilities should not have
been recognized at the  acquisition  date under  generally  accepted  accounting
principles  but should be recognized as expenses  when  incurred.  The result of
this adjustment was an additional $1,075,000 of operating expense for the period
ended March 31, 2001 and a reduction in the net goodwill  balance of  $1,608,000
as of March 31, 2001. The Company's  cash flows were not affected.  This amended
filing reflects an increase of $0.03 in the net loss for the period.

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<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION

                         QUARTERLY REPORT ON FORM 10-Q/A

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1.  Unaudited Condensed Consolidated Financial Statements

           Condensed Consolidated Balance Sheets
           March 31, 2001 (as restated) and December 31, 2000 ...............  4

           Condensed Consolidated Statements of Operations
           Three Months Ended March 31, 2001 (as restated) and 2000 .........  5

           Condensed Consolidated Statement of Changes in Stockholders' Equity
           Three Months Ended March 31, 2001 (as restated) ..................  6

           Condensed Consolidated Statements of Cash Flows
           Three Months Ended March 31, 2001 (as restated) and 2000 .........  7

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

  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations ........................................ 14

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk........ 19


PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K ................................. 19


SIGNATURE         ........................................................... 20

<PAGE>

PART I:       FINANCIAL INFORMATION
-----------------------------------
ITEM 1.       FINANCIAL STATEMENTS
-----------------------------------

                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
               MARCH 31, 2001 (AS RESTATED) AND DECEMBER 31, 2000
                  (in thousands, except share data; unaudited)
<TABLE>


                                                                                             2001
                                                                                          As Restated      2000
                                                                                          -----------      ----
<S>                                                                                       <C>              <C>
ASSETS
  CURRENT ASSETS
     Cash and cash equivalents                                                         $  18,105        $ 27,255
     Restricted cash                                                                          --             440
     Investments                                                                           4,917          10,217
     Accounts receivable, net of allowance for doubtful accounts                           4,306           1,486
     Other receivables                                                                     1,244              83
     Prepaid expenses and other current assets                                               750             320
                                                                                       ---------        --------
         Total current assets                                                             29,322          39,801

  NONCURRENT ASSETS
     Property and equipment, net                                                           4,908           3,282
     Goodwill, net                                                                        35,822              --
     Other assets                                                                            195             195
                                                                                       ---------        --------
TOTAL ASSETS                                                                           $  70,247        $ 43,278
                                                                                       =========        ========
LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable                                                                  $   4,808        $  4,288
     Accrued expenses and other liabilities                                                3,755           3,651
     Deferred revenues                                                                     3,720           1,014
     Short-term capital lease obligations                                                     19              --
     Other liabilities                                                                     1,279              --
     Net liabilities of discontinued operations                                              714             755
TOTAL CURRENT LIABILITIES                                                                 14,295           9,708
                                                                                       ---------        --------
COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
     Preferred stock, $0.001 par value; authorized 5,000,000 shares;
        no shares issued and outstanding                                                      --              --
     Common stock, $0.001 par value; authorized 60,000,000 shares;
        issued 46,328,497 shares in 2001 and 39,320,609 shares in 2000;
        outstanding 45,622,153 shares in 2001 and 38,629,897 shares in 2000                   46              39
     Additional paid-in capital                                                          294,445         261,552
     Treasury stock, at cost:  706,344 shares in 2001 and 690,712 shares in 2000          (2,163)         (2,123)
     Deferred compensation                                                                (1,843)         (1,375)
     Accumulated other comprehensive (loss) income                                          (239)            494
     Accumulated deficit                                                                (234,294)       (225,017)
                                                                                       ---------        --------
TOTAL STOCKHOLDERS' EQUITY                                                                55,952          33,570
                                                                                       ---------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                             $  70,247        $ 43,278
                                                                                       =========        ========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
            THREE MONTHS ENDED MARCH 31, 2001 (AS RESTATED) AND 2000
                (in thousands, except per share data; unaudited)


                                                     2001
                                                 As Restated             2000
Revenues
  Software                                       $   169                $   436
  Consulting and services                          2,982                  1,094
  Royalties and other                                 --                    254
      Total revenues                               3,151                  1,784
                                                 -------                -------
Cost of revenues
   Software                                            5                     --
   Consulting and services                         1,897                    574
                                                 -------                -------
      Total cost of revenues                       1,902                    574
                                                 -------                -------
      Gross profit                                 1,249                  1,210
                                                 -------                -------

Operating expenses
   General and administrative                      2,823                  1,401
   Selling and marketing                           2,519                  1,324
   Research and development                        4,530                  2,177
   Amortization of goodwill                        1,176                     --
                                                 -------                -------
      Total operating expenses                    11,048                  4,902
                                                 -------                -------

Operating loss                                    (9,799)                (3,692)

Realized gain on sales of investments, net         1,130                 42,604
Unrealized loss on Sybase warrants                  (923)                    --
Other income (expense), net                          315                    152
                                                 -------                -------
Income (loss) before income taxes                 (9,277)                39,064
Provision for income taxes                            --                    790
                                                 -------                -------

Income (loss) from continuing operations          (9,277)                38,274
Income from discontinued operations of
  Caller ID leasing, net of income taxes              --                    417
                                                 -------                -------

Net income (loss)                                $(9,277)               $38,691
                                                 =======                =======

Basic earnings per common share
   Income (loss) from continuing operations      $ (0.21)               $  1.00
   Income from discontinued operations              0.00                   0.01
                                                 -------                -------
   Net income (loss)                             $ (0.21)               $  1.01

Diluted earnings per common share
   Income (loss) from continuing operations      $ (0.21)               $  0.93
   Income from discontinued operations              0.00                   0.01
                                                 -------                -------
   Net income (loss)                             $ (0.21)               $  0.94
                                                 =======                =======

Basic weighted-average common shares
   outstanding                                    44,580                 38,147
                                                 =======                =======
Diluted weighted-average common shares
   outstanding                                    44,580                 40,955
                                                 =======                =======

     See accompanying notes to condensed consolidated financial statements.


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                 THREE MONTHS ENDED MARCH 31, 2001 (AS RESTATED)
                            (in thousands; unaudited)


<TABLE>


                                                                                        Accumulated
                                                                                           Other                   Compre-
                                      Common stock      Additional           Deferred     Compre-       Accumu     hensive
                                  --------------------   Paid-in  Treasury    Compen-     hensive        lated     Income
                                   Shares     Amount      Capital  Stock      sation    Income (Loss)   Deficit    (Loss)    Total
                                  -------- ---------- ----------- -------- ----------- -------------- ---------- --------- ---------
<S>                               <C>      <C>        <C>         <C>      <C>         <C>            <C>        <C>       <C>

Balance at January 1, 2001         39,321    $ 39     $ 261,552   $(2,123)  $(1,375)    $    494      $(225,017)           $ 33,570
Issuance of common stock:
   Acquisition of Home Account      6,900       7        31,950         -         -            -              -              31,957
   Exercise of stock options           44       -           110         -         -            -              -                 110
Issuance of restricted stock           83       -           344         -      (344)           -              -                   -
Cancellation of restricted stock      (19)      -          (140)        -       140            -              -                   -
Home Account Incentive Plan             -       -           629         -      (629)           -              -                   -
Purchase of treasury stock              -       -             -       (40)        -            -              -                 (40)
Amortization of deferred
   compensation                         -       -             -         -       365            -              -                 365
Recognized gain on investments          -       -             -         -         -         (180)             -   $   (180)    (180)
Unrealized loss on investments,
   net of taxes                         -       -             -         -         -         (553)             -       (553)    (553)
Net loss (as restated)                  -       -             -         -         -            -         (9,277)    (9,277)  (9,277)
                                                                                                                  --------
Comprehensive loss (as restated)                                                                                  $(10,010)
                                  ------------------------------------------------------------------------------- ======== ---------

Balance at March 31, 2001
   (as restated)                   46,329  $   46     $ 294,445   $(2,163)  $(1,843)    $   (239)     $(234,294)           $ 55,952
                                  -------- ---------- ----------- -------- ----------- -------------- ----------           ---------

</TABLE>

      See accompanying notes to condensed consolidated financial statements


<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
            THREE MONTHS ENDED MARCH 31, 2001 (AS RESTATED) AND 2000
                            (in thousands; unaudited)

<TABLE>


                                                                               2001
                                                                            As Restated                2000
                                                                            -----------             ----------
<S>                                                                         <C>                     <C>

Cash flows from operating activities
Net (loss) income                                                           $   (9,277)             $  38,691
Adjustments to reconcile net (loss) income to net cash used in
    operating activities:
   Realized gain on sales of investments, net                                   (1,130)               (42,604)
   Unrealized loss on Sybase warrants                                              923                     --
   Amortization of goodwill                                                      1,176                     --
   Depreciation and amortization                                                   341                     59
   Deferred compensation expense                                                   365                     76
   Deferred income taxes                                                            --                    790
    Changes in certain assets and liabilities:
       Accounts receivable                                                      (2,021)                  (453)
       Other receivables                                                        (1,161)                    --
       Prepaid expenses and other current assets                                  (212)                  (279)
       Accounts payable                                                         (1,185)                  (184)
       Accrued expenses                                                         (1,393)                   183
       Deferred revenues                                                         1,427                   (616)
                                                                            -----------             ----------
                 Net cash used in operating activities                         (12,147)                (4,337)
                                                                            -----------             ----------
Cash (used in) provided by operating activities of
  discontinued operations                                                          (41)                   880

Cash flows from investing activities
       Proceeds from the sales of investments                                    4,883                  5,427
       Release of cash escrow                                                      311                     --
       Purchases of property and equipment                                        (224)                  (406)
       Payment of acquisition costs                                             (1,749)                    --
       Cash paid for Home Account common stock                                    (253)                    --
                                                                            -----------             ----------
              Net cash provided by investing activities                          2,968                  5,021
                                                                            -----------             ----------
Cash flows from financing activities
       Proceeds from issuance of common stock                                      110                    635
       Purchase of treasury stock                                                  (40)                    --
                                                                            -----------             ----------
              Net cash provided by financing activities                             70                    635
                                                                            -----------             ----------

              (Decrease) increase in cash and cash equivalents                  (9,150)                 2,199

Cash and cash equivalents, beginning of period                                  27,255                  8,496
                                                                            -----------             ----------

Cash and cash equivalents, end of period                                    $   18,105              $  10,695
                                                                            ===========             ==========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            THREE MONTHS ENDED MARCH 31, 2001 (AS RESTATED) AND 2000
                                   (Unaudited)

(1)      Basis of Presentation

               The   condensed   consolidated   balance   sheet  of   InteliData
          Technologies  Corporation  ("InteliData" or the "Company") as of March
          31,  2001,  and  the  related  condensed  consolidated  statements  of
          operations,  changes in stockholders'  equity,  and cash flows for the
          three month  periods  ended March 31, 2001 and 2000  presented in this
          Form 10-Q 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. Certain amounts in the prior periods have been reclassified
          to conform to the current period presentation.

               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 the
          Company and the notes thereto,  together with management's  discussion
          and  analysis  of  financial  condition  and  results  of  operations,
          contained  in the Form 10-K for the  fiscal  year ended  December  31,
          2000.

(2)      Adoption of New Accounting Pronouncement

               Prior to January 1, 2001,  the Company  considered its investment
          in warrants to purchase common stock of Sybase,  Inc. ("Sybase") to be
          available-for-sale  under the  provisions  of  Statement  of Financial
          Accounting  Standards No. 115,  Accounting for Certain  Investments in
          Debt and Equity  Securities.  Effective  January 1, 2001,  the Company
          adopted   Statement  of  Financial   Accounting   Standards  No.  133,
          Accounting for Derivative  Instruments and Hedging  Activities  ("SFAS
          133"),  which  establishes  accounting  and  reporting  standards  for
          derivative  instruments  and for hedging  activities by requiring that
          all  derivatives  be  recognized  in the balance sheet and measured at
          fair value.

               SFAS 133 requires that all derivative financial instruments, such
          as forward currency  exchange  contracts,  interest rate swaps and the
          Company's  warrants to purchase  Sybase  stock,  be  recognized in the
          financial  statements  and  measured at fair value  regardless  of the
          purpose  or intent  for  holding  them.  Changes  in the fair value of
          derivative financial instruments are either recognized periodically in
          income  or  shareholders'  equity  (as a  component  of  comprehensive
          income),  depending on whether the  derivative  is being used to hedge
          changes in fair value or cash flows.  The  Company's  adoption of this
          pronouncement,  effective  January  1,  2001,  did  not  result  in an
          adjustment
<page>

          for  the  cumulative  effect  of an  accounting  change,  because  the
          carrying  value  reflected  fair value under the  previous  accounting
          guidance.  In  accordance  with  SFAS 133,  the  Company  recorded  an
          unrealized  loss on  investment of $923,000 for the three months ended
          March 31, 2001.  Pro forma income for the three months ended March 31,
          2000  was  $39,012,000  due to an  unrealized  gain on  investment  of
          $321,000. Pro forma earnings per share were $1.02 and $0.95 on a basic
          and diluted basis, respectively

(3)      Acquisition of Home Account

               On January 11, 2001, the Company acquired Home Account  Holdings,
          Inc.  ("Home  Account")  and its  operating  subsidiary,  Home Account
          Network,  Inc.,  pursuant to an agreement and plan of merger whereby a
          wholly-owned  subsidiary  of the  Company  merged  with and into  Home
          Account,  with Home  Account  surviving  the  merger as the  Company's
          wholly-owned  subsidiary.  Home Account is an application services and
          software  provider  to  financial  institutions  for the  delivery  of
          financial  products  and  services  over the  Internet.  Home  Account
          provides a suite of UNIX-based  Electronic banking and Electronic Bill
          Presentment and Payment (EBPP) products and services in an Application
          Services Provider (ASP) environment.

               Pursuant  to the merger  agreement,  the Company  purchased  Home
          Account for  approximately  $320,000 in cash and  6,900,000  shares of
          Company  common stock and the merger is  accounted  for as a purchase.
          The  purchase  price  was the  result of an  arm's-length  negotiation
          between  the  Company  and  Home  Account,   based  on  the  Company's
          evaluation  of the  fair  market  value  of Home  Account's  business,
          including its revenues.  The value of the shares issued as part of the
          purchase consideration of approximately $29,011,000 was measured based
          on the average of the market  price of the issued  common  stock a few
          days  before  and after  January  11,  2001 - the date that the merger
          transaction was agreed to and announced.  This amount coupled with the
          liability   associated  with  the  Home  Account   Incentive  Plan  of
          $2,946,000 (see below) resulted in an increase in stockholders' equity
          of $31,957,000.  The total estimated  purchase price of  approximately
          $31,186,000 consisted of the following (in thousands):

         Consideration and acquisition costs:
              Value of shares issued                   $    29,011
              Home Account expense reimbursement               250
              Cash consideration                               320
              Acquisition costs                              1,605
                                                       -----------
                                                       $    31,186
                                                       ===========

               The assets  acquired and  liabilities  assumed  were  recorded at
          estimated fair values as determined by the Company's  management based
          on information  currently  available and on current  assumptions as to
          future  operations.  The Company  will obtain  valuation  services for
          independent  appraisals  of the fair values of the acquired  property,
          plant and  equipment,  and  identified  intangible  assets,  and their
          remaining  useful lives. The Company is also completing the review and
          determination  of the fair  values of the other

<page>

          assets acquired and liabilities assumed.  Accordingly,  the allocation
          of the purchase price is subject to revision, which is not expected to
          be material,  based on the final  determination of appraised and other
          fair values. A summary of the assets acquired and liabilities  assumed
          in the acquisition follows (in thousands):

         Preliminary allocation of purchase price
           Current assets                                           $     1,047
           Property, plant and equipment                                  1,743
           Liabilities assumed and other                                 (3,870)
           Liabilities associated with Home Account Incentive Plan       (2,946)
           Acquisition integration liabilities                           (1,786)
           Goodwill (7-year, straight-line amortization)                 36,998
                                                                    ------------
                                                                    $    31,186
                                                                    ============

               As a  result  of the  acquisition  of  Home  Account,  InteliData
          incurred  acquisition expenses for costs to exit certain activities at
          Home Account locations and to involuntarily terminate employees of the
          acquired company.  Generally  accepted  accounting  principles require
          that these acquisition integration expenses,  which are not associated
          with the  generation  of  future  revenues,  have no  future  economic
          benefit and which meet certain other criteria, be reflected as assumed
          liabilities  in the allocation of the purchase price to the net assets
          acquired.  The components of the acquisition  integration  liabilities
          balance of $1,786,000  included in the purchase  price  allocation are
          approximately   $1,006,000  for  lease  costs  for  the  Home  Account
          headquarters  in  Emeryville,  California,  and  $780,000  related  to
          workforce reduction.

               The  workforce   reductions   focused  on  three  key  areas:  1)
          streamlining   development   efforts,   2)  eliminating  of  redundant
          administrative  overhead and support activities,  and 3) restructuring
          and repositioning of the  sales/marketing and research and development
          organizations  to eliminate  redundancies in these  activities.  As of
          March 31, 2001, 72 positions have been  terminated  and  approximately
          $524,000 was paid.

               Certain  aspects  of the  integration  plan  will be  refined  as
          additional studies are completed, including the evaluation of capacity
          of existing and acquired  facilities to accommodate new  manufacturing
          and  administrative  processes and the appropriate  positioning of the
          sales/marketing and research  development  organizations to best serve
          customer needs.  Adjustments to the estimated acquisition  integration
          liabilities  based on these  refinements,  if any,  will be  generally
          included in the allocation of the purchase price.

               The following pro forma quarterly financial  information presents
          the  combined   results  of  operations  of  InteliData   Technologies
          Corporation  and Home Account  Holdings,  Inc. and gives effect to the
          acquisition  of Home Account as if it occurred on January 1, 2000. The
          pro forma  condensed  combined  financial  information set forth below
          reflects certain adjustments,  including among others,  adjustments to
          reflect  the   amortization  of  the  goodwill   associated  with  the
          acquisition. However, pro forma results

<page>

          do not include any anticipated  cost savings.  The pro forma condensed
          combined  financial  information  set forth below neither  purports to
          represent  what the  consolidated  results of  operations or financial
          condition of InteliData  would  actually have been if the Home Account
          acquisition  had in fact occurred on such date nor projects the future
          consolidated   results  of  operations   or  financial   condition  of
          InteliData.

                                                      Three Months  Three Months
                                                         Ended         Ended
                                                       March 31,      March 31,
                                                          2001         2000
                                                      ------------  ------------
         (in thousands, except per share data)

              Revenue                                 $    3,151     $    3,795
              Net (loss) income                          (12,737)        31,825
              Basic net (loss) income per share            (0.29)          0.71
              Diluted net (loss) income per share          (0.29)          0.67

               Pro forma basic net income (loss) per share is computed using the
          weighted-average  number of shares of common stock  outstanding  after
          the issuance of  InteliData's  common stock to acquire the outstanding
          shares of Home Account.  Pro forma diluted net income (loss) per share
          also gives  effect to any dilutive  options.  Options and warrants are
          excluded from the computation during loss periods,  as their effect is
          anti-dilutive.

(4)      Home Account Incentive Plan

               In  2000,  Home  Account  approved  the  2000  Incentive  Plan to
          encourage the retention of certain  officers of Home Account through a
          change of control  transaction,  and after such a  transaction  to the
          extent,  up to one year, as desired by the acquirer.  Upon acquisition
          of Home Account by an acquirer,  the 2000  Incentive Plan provided for
          the  granting to plan  participants  of an aggregate of 15% of the net
          amount  of  the  merger  consideration  allocable  to  Home  Account's
          preferred  stockholders after payment of the debt preference and other
          expenses  associated  with  a  transaction.  Two-thirds  of  the  2000
          Incentive Plan allocation  would vest on the transaction  closing date
          and represent a pre-acquisition expense to Home Account. In connection
          with the  merger  transaction,  the  Company  agreed  to  advance  the
          participants  funds  to pay  for  their  tax  withholding  obligations
          associated  with the two-thirds  portion.  As of March 31, 2001,  this
          receivable  balance  was  $1,116,000  and is  included  in the  "Other
          receivable" balance. The shares allocable to the participants are held
          in  an  escrow   account.   Upon  the   registration   of  the  merger
          consideration  shares, the Company will be paid the receivable balance
          from the proceeds of the sale of stock.

               The remaining one-third of the participants allocation would vest
          one year from the  transaction  closing  date and will be  charged  to
          expense over the vesting  period.  All forfeited  shares revert to the
          preferred  stockholders  of Home Account.  In connection with the 2000
          Incentive Plan allocation, the deferred compensation for the one-third
<page>

          portion is estimated to be $629,000.  For the three months ended March
          31, 2001, the Company recorded  compensation  expense of approximately
          $136,000.

(5)      Restatement

               As  described  in Note 3, the Company  acquired  Home  Account on
          January 11, 2001. In connection  with the acquisition of Home Account
          the Company established  $2,447,000 in liabilities associated with the
          involuntary termination of employees of the acquired company that were
          reflected as  assumed  liabilities  in the initial  allocation  of the
          purchase   price.   Subsequent   to  the  issuance  of  its  condensed
          consolidated financial statements for the three months ended March 31,
          2001, the Company determined that $1,606,000 of the liabilities should
          not have been  recognized  at the  acquisition  date  under  generally
          accepted  accounting  principles  but should be recognized as expenses
          when incurred.  As a result, the accompanying  condensed  consolidated
          financial  statements  have been restated from the amounts  previously
          reported.  The  restatement  resulted in an  additional  $1,075,000 of
          operating  expense for the period  ended March 31 2001 and a reduction
          in the net goodwill  balance of $1,608,000  as of March 31, 2001.  The
          Company's cash flows were not affected. The restement also resulted in
          an increase of $0.03 in the net loss for the period.  A summary of the
          significant  effects of the  restatement  is as follows (in thousands,
          except per share data):



                                                        As Previously    As
                                                           Reported    Restated
                                                       -------------   ---------
         As of March 31, 2001:

           Goodwill, net                               $    37,430     $ 35,822
           Total assets                                     71,855       70,247
           Other liabilities                                 1,812        1,279
           Total current liabilities                        14,828       14,295
           Stockholders' equity                             57,027       55,952

         For the three months ended March 31, 2001:

           Operating loss                              $     8,724     $  9,799
           Net loss                                          8,202        9,277

           Basic and diluted loss per common share           (0.18)       (0.21)



<PAGE>


(6)      Earnings per Share

               Basic  earnings  per share  are  calculated  using  the  weighted
          average  number  of shares of common  stock  outstanding  during  each
          period.  Diluted  earnings per share  reflect the  dilutive  effect of
          stock  options  and other  stock  awards  granted to  employees  under
          stock-based  compensation plans, as well as stock warrants.  Basic and
          diluted  earnings per share are  calculated as follows (in  thousands,
          except per share data):


                                                          Three months ended
                                                                March 31,
                                                          -------------------
                                                            2001        2000
                                                          --------     ------
Basic EPS
 Income (loss) from continuing operations                 $(9,277)     $ 38,274
 Weighted-average common shares outstanding                44,580        38,147
                                                          -------      --------
 Basic earnings (loss) per share from
   continuing operations                                  $ (0.21)     $   1.00
                                                          =======      ========
Diluted EPS
 Income (loss) from continuing operations                 $(9,277)     $ 38,274

Weighted-average common shares outstanding                 44,580        38,147
Effect of dilutive securities:
 Stock options and awards                                       -         2,741
 Stock warrants                                                 -            67
                                                          -------      --------
 Weighted-average dilutived common
  shares outstanding                                       44,580        40,955
                                                          -------      --------

Diluted earnings (loss) per common share
 from continuing operations                               $ (0.21)     $   0.93
                                                          =======      ========

                                   * * * * * *


<PAGE>


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

     Subsequent  to  the  issuance  of  its  condensed   consolidated  financial
statements  for the three months ended March 31, 2001,  the Company  revised the
initial  allocation  of the purchase  price related to the  acquisition  of Home
Account. As a result, the condensed  consolidated  financial  statements for the
three months ended March 31, 2001 have been restated from the amounts previously
reported.  The significant effects of the restatement are presented in Note 5 to
the condensed consolidated financial statements and have been reflected herein.

Results of Operations

     The  following   represents   the  results  of  operations  for  InteliData
Technologies  Corporation  for the three  months  ended March 31, 2001 and 2000.
Such  information  should  be read in  conjunction  with the  interim  financial
statements and the notes thereto in Part I, Item 1 of this Quarterly Report.

Three months ended March 31, 2001 and 2000

Revenues

     The Company's  first quarter  revenues were  $3,151,000 in 2001 compared to
$1,784,000  in 2000,  an  increase of  $1,367,000.  The  increase is  attributed
primarily to an increase in software and related professional services revenues,
including the addition of the Home Account  results,  offset by the cessation of
royalties  relating to the Visa  Bill-Pay  System.  During the first  quarter of
2001,  software  revenues  contributed  $169,000  and  consulting  and  services
contributed $2,982,000.

     During the first quarter of 2000, software revenues  contributed  $436,000,
consulting and services  contributed  $1,094,000 and other revenues  contributed
$254,000. Other revenues consisted of $254,000 from royalties.

Cost of Revenues

     The  Company's  first  quarter  cost of revenues  were  $1,902,000  in 2001
compared to  $574,000  in 2000,  an  increase  of  $1,328,000.  The  increase is
attributed  primarily to increased  revenues and changes in product mix.  During
the first quarter of 2001,  consulting and services costs totaled $1,897,000 and
software cost of revenues totaled $5,000.

     During the first  quarter of 2000,  consulting  and services  costs totaled
$574,000.

     Overall gross profit margins decreased to 40% for the first quarter of 2001
from 68% for the first quarter of 2000. The decrease in gross profit margins was
attributed  to changes  in
<page>


product mix and distribution,  competitive pricing pressure and the introduction
of new products as well as the decrease in royalty revenues.

General and Administrative

     General and  administrative  expenses were $2,823,000 for the first quarter
of 2001 as compared to $1,401,000 for the first quarter of 2000. The increase of
$1,422,000 was primarily the result of additional  corporate and  administrative
expenses associated with the purchase of Home Account.

Selling and Marketing

     Selling  and  marketing  expenses  increased  to  $2,519,000  for the first
quarter of 2001 from  $1,324,000  for the same period last year. The increase of
$1,195,000  is  attributed  primarily  to increases in the number of selling and
marketing  employees,  travel and professional  services,  advertising and trade
shows and the additional  expenses associated with the sales and marketing staff
of Home Account.  The Company's emphasis  throughout 2001 will continue to be on
marketing efforts in promoting the Company's brand and products.

Research and Development

     Research and development costs were $4,530,000 in the first quarter of 2001
as  compared  to  $2,177,000  in the first  quarter  of 2000.  The  increase  of
$2,353,000  was  largely   attributable  to  increases  in  employees,   outside
consulting services and the additional expenses associated with the research and
development  staff of Home Account.  The Company incurs research and development
expenses  primarily in writing and developing the Interpose  Transaction  Engine
for the Open Financial  Exchange  ("OFX")  standard and building the Interactive
Financial Exchange ("IFX")-based network electronic bill payment switch.

Realized Gains on Investments

     On January 20, 2000, Home Financial Network, Inc. (HFN), a company in which
InteliData held approximately a 25% ownership interest, merged with Sybase, Inc.
InteliData  accounted for its investment in HFN using the equity  method.  As of
the merger date, such investment's  carrying value was zero. In exchange for its
portion of ownership in HFN,  InteliData  received  approximately  $5,867,000 in
cash and  approximately  1,770,000 shares of Sybase stock. The Company also held
warrants to purchase HFN common  stock.  As part of the merger  agreement,  such
warrants  were  converted  into warrants to purchase  Sybase  common stock.  The
Company  received  640,000  "warrant  units" with an exercise price of $2.60 per
warrant unit.  Upon  exercise of each warrant  unit,  the Company is entitled to
receive  $1.153448 in cash and 0.34794 share of Sybase common stock.  InteliData
recognized a gain of  approximately  $1,259,000 on this  transaction  during the
first quarter of 2001.

     An escrow  account  was  established  to  provide  Sybase,  Inc.  indemnity
protection  against possible claims that might arise against HFN.  Approximately
133,000  shares of Sybase common

<page>

stock owned by InteliData was held in escrow, along with approximately  $440,000
of cash.  These amounts were payable to the Company on January 20, 2001,  unless
subject to claims under the escrow provision.  During the first quarter of 2001,
InteliData  received  the full  balance of the 133,000  shares of Sybase  common
stock and $311,000 of cash.  Sybase made claims against the Company's portion of
the escrow  totaling  $129,000 and the company  recorded a loss on escrow in the
first quarter of 2001 of $129,000.

     Prior to January 1, 2001,  the Company  considered its investment in Sybase
common   stock  and   warrants   to   purchase   Sybase   common   stock  to  be
available-for-sale  under the  provisions  of Statement of Financial  Accounting
Standards  No.  115,  Accounting  for  Certain  Investments  in Debt and  Equity
Securities  ("SFAS  115").  Effective  January  1,  2001,  the  Company  adopted
Statement of Financial  Accounting  Standards No. 133, Accounting for Derivative
Instruments and Hedging  Activities ("SFAS 133"),  which establishes  accounting
and reporting standards for derivative instruments and for hedging activities by
requiring  that all  derivatives be recognized in the balance sheet and measured
at fair value.

     In  accordance  with SFAS 115,  the balance  sheets  include  $239,000  and
$494,000  of  unrealized  gain  on  investments  (net  of  taxes),   within  the
stockholders'  equity as of March 31, 2001 and December 31, 2000,  respectively.
As of December 31, 2000, the unrealized gain on investments  balances  represent
the  increase in the fair market value of the Sybase  holdings  from the January
20, 2000 merger  transaction  date to the respective  balance sheet dates. As of
March 31, 2001,  the balances  represent the changes in the fair market value of
the Sybase  common stock.  In  accordance  with SFAS 133, the change in the fair
market value of the Sybase  warrants was recorded in the statement of operations
(see below).

     During the first quarter of 2001, the Company recorded a gain of $1,259,000
from sales of Sybase common stock.  No sales of Sybase common stock occurred for
the same period of 2000.

     SFAS  133  requires  that all  derivative  financial  instruments,  such as
forward  currency  exchange  contracts,  interest  rate swaps and the  Company's
warrants to purchase Sybase stock, be recognized in the financial statements and
measured at fair value  regardless  of the  purpose or intent for holding  them.
Changes  in the fair  value  of  derivative  financial  instruments  are  either
recognized  periodically  in income or  shareholders'  equity (as a component of
comprehensive  income),  depending  on whether the  derivative  is being used to
hedge  changes in fair  value or cash  flows.  The  Company's  adoption  of this
pronouncement,  effective  January 1, 2001,  did not result in an adjustment for
the  cumulative  effect of an  accounting  change,  because the  carrying  value
reflected fair value under the previous accounting guidance.  In accordance with
SFAS 133, the Company  recorded an unrealized loss on investment of $923,000 for
the three months ended March 31, 2001.

Other Income

     Other income, primarily interest income, was $315,000 for the first quarter
of 2001 compared to $152,000 for the same period in the prior year. The increase
of $163,000 was due to

<page>

the increased  cash and cash  equivalents  balance for the first quarter of 2001
compared to the first quarter of 2000.

Discontinued Operations

     During  2000,  US West  notified  the Company  that US West would no longer
permit  InteliData to include the lease billing on the US West telephone  bills.
As such,  InteliData has discontinued billing its legacy customers for Caller ID
adjunct unit leases in the US West telephone service territory, because the cost
of individually  billing and pursuing collections for the leases would have made
it impractical and  uneconomical  for the Company to continue the lease program.
Accordingly,  the  results  of  operations  from  leasing  activities  have been
reported  as  discontinued  operations.  During the first  quarter of 2000,  the
Company  earned  income from  discontinued  operations  of the Caller ID leasing
business of $417,000, net of income taxes.

Weighted-Average  Common Shares  Outstanding and Basic and Diluted Income (Loss)
Per Common Share

     The basic  weighted-average  shares  increased to 44,580,000  for the first
quarter of 2001  compared  to  38,147,000  for the first  quarter  of 2000.  The
increase  resulted  primarily  from the exercise of stock  options and warrants,
stock  purchases under the Employee Stock Purchase Plan, the granting of certain
stock  awards  during  2000,  and  the  issuance  of  6,900,000  shares  for the
acquisition of Home Account.

     Basic earnings (loss) per common share (EPS) was ($0.21)  compared to $1.01
for the first quarters of 2001 and 2000, respectively.

     The earnings  (loss) per common share assuming  dilution  (diluted EPS) was
($0.21) for the first quarter of 2001 compared to $0.94 for the first quarter of
2000. Because of losses in the first quarter of 2001, no potential common shares
were dilutive in that period.

Liquidity and Capital Resources

     During the first quarter of 2001, the Company's  cash and cash  equivalents
decreased by  $9,150,000.  Cash proceeds from the sale of the investment in HFN,
the sale of the building in discontinued operations,  and the exercises of stock
options and  warrants  were offset by the  financing of current  operations  and
working capital, as well as capital expenditures. At March 31, 2001, the Company
had cash and cash  equivalents of $18,105,000 and working capital of $14,494,000
with no long-term debt.

     During the first  quarter of 2001,  cash used in operating  activities  was
$12,147,000  compared to $4,337,000 in the same period in 2000.  Cash flows from
operating  activities during the first quarter of 2000 included uses of cash for
certain  fixed  operating  expenses  and  increases in accounts  receivable  and
prepaid expenses.

<page>

     Discontinued  operations  provided net cash of $41,000 in the first quarter
of 2001  compared to using  $880,000 in the first  quarter of 2000.  The Company
received net proceeds of $988,000  for the sale of the building  during  January
2000. Liabilities remaining in the discontinued operations include a reserve for
potential  environmental  clean-up at the New Milford location,  costs for legal
shut-down of the former operating  subsidiaries,  potential  warranty costs, and
further potential settlements with telecom customers and others.

     The Company's net cash provided by investing  activities  was $2,968,000 in
the first quarter of 2001 compared to $5,021,000 in the same period in 2000. The
decrease of $2,052,000 was primarily due to the cash paid for the acquisition of
Home Account and the related acquisition costs.

     Financing activities provided $70,000 in the first quarter of 2001 compared
to  $635,000  in the same  period  in 2000.  Financing  activities  in the first
quarter of 2001  consisted  of proceeds  from the sale of the  Company's  common
stock through stock option  exercises offset by the purchase of treasury stock.
The activity in 2000 consisted of proceeds from the sale of the Company's common
stock through stock options exercises,  stock warrant exercises and the Employee
Stock Purchase Plan.

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  ability of the  Company to  successfully
assimilate  and retain the  employees of Home Account and integrate the products
of Home Account with those of the Company,  the risks of not  realizing the cost
savings  anticipated  by  eliminating  personnel and  facilities,  the Company's
ability to retain  customers and  subscribers as a result of the  acquisition of
Home Account, the risk of anticipated revenues following the acquisition of Home
Account not meeting the  Company's  expectations,  the ability of the Company to
complete  product  implementations  in required  time  frames and the  Company's
ability to increase its recurring  revenues and profits through its ASP business
model, the impact of competitive products,  pricing pressure, product demand and
market  acceptance  risks,  pace of  consumer  acceptance  of home  banking  and
reliance on the Company's bank clients to increase usage of Internet  banking by
their customers, mergers and acquisitions,  risk of integration of the Company's
technology by large  software  companies,  the ability of financial  institution
customers to implement  applications in the anticipated  time frames or with the
anticipated  features,  functionality  or  benefits,  reliance on key  strategic
alliances  and newly  emerging  technologies,  the  ability  of the  Company  to
leverage its Spectrum  relationship into new business  opportunities in the EBPP
market,  the on-going  viability  of the  mainframe  marketplace  and demand for
traditional mainframe products, the ability to attract and retain key employees,
the availability of cash for long-term growth, product obsolescence,  ability to
reduce product costs,  fluctuations  in operating  results,  ability to continue
funding operating  losses,  delays in development of highly complex products and
other risks
<page>

detailed  from  time to time in  InteliData  filings  with  the  Securities  and
Exchange Commission,  including the risk factors disclosed in the Company's Form
10-K for the fiscal year ended  December 31,  2000.  These risks could cause the
Company's  actual  results for 2001 and beyond to differ  materially  from those
expressed  in  any  forward  looking  statements  made  by,  or  on  behalf  of,
InteliData.  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.  InteliData  is not
under any obligation (and expressly  disclaims an obligation to) update or alter
its  forward-looking  statements,  whether  as a result  of new  information  or
otherwise.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------

     The Company currently has no long-term debt and is not currently engaged in
any transactions that involve foreign  currency.  The Company does not engage in
hedging activities.

     As of March 31, 2001, the fair value of the Company's  investment portfolio
is  approximately  $4,917,000,  which  consisted of  $2,057,000 of Sybase common
stock,  $2,618,000 of warrants to purchase Sybase common stock,  and $241,000 of
fixed income  securities.  Changes in the fair value of the Sybase  common stock
and fixed income  securities  will continue to be  recognized  as  shareholders'
equity (as a component of  comprehensive  income).  SFAS 133,  which the Company
adopted  effective  January 1, 2001,  requires that changes in the fair value of
the warrants to purchase  Sybase common stock to be recognized  periodically  in
income.  A 10% decline in the stock price would result in approximate  decreases
of $206,000 and $262,000 in the fair value of the  Company's  holdings of Sybase
common stock and warrants, respectively.


PART II: OTHER INFORMATION
--------------------------

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


(a)      Exhibits
         --------

         None.


(b)      Reports on Form 8-K
         -------------------

     The  Company  filed a Current  Report on Form 8-K with the  Securities  and
Exchange  Commission on January 26, 2001, as amended on March 26, 2001, relating
to InteliData's  acquisition of Home Account Holdings, Inc. ("Home Account") and
its operating subsidiary,  Home Account Network,  Inc., as well as the Company's
filing of the audited  consolidated  financial  statements  of Home  Account and
unaudited pro forma consolidated financial information of InteliData.


<PAGE>



                                                          SIGNATURE


     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/ Alfred S. Dominick, Jr.
                                       ----------------------------
                                       Alfred S. Dominick, Jr.
                                       President, Chief Executive Officer,
                                       and Director