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                       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 Quarter ended:  March 31, 2002        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,
2002 was approximately 49,002,000.



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<PAGE>





                       INTELIDATA TECHNOLOGIES CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

  Item 1.  Unaudited Condensed Consolidated Financial Statements

           Condensed Consolidated Balance Sheets
           March 31, 2002 and December 31, 2001 ............................   3

           Condensed Consolidated Statements of Operations
           Three Months Ended March 31, 2002 and 2001 ......................   4

           Condensed Consolidated Statement of Changes in Stockholders' Equity
           Three Months Ended March 31, 2002................................   5

           Condensed Consolidated Statements of Cash Flows
           Three Months Ended March 31, 2002 and 2001.......................   6

           Notes to Condensed Consolidated Financial Statements ............   7

  Item 2.  Management's Discussion and Analysis of Financial Condition
           and Results of Operations .......................................  12

  Item 3.  Quantitative and Qualitative Disclosures About Market Risk.......  15



PART II - OTHER INFORMATION

  Item 6.  Exhibits and Reports on Form 8-K.................................  15


  SIGNATURES................................................................  16

<PAGE>


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

                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2002 AND DECEMBER 31, 2001
                        (in thousands, except share data)
<table>

                                                                                        2002            2001
                                                                                    ------------    ------------
<S>                                                                                <C>              <C>
                                                                                     (unaudited)     (audited)
ASSETS
CURRENT ASSETS
     Cash and cash equivalents                                                      $      8,927    $     12,026
     Investments                                                                           3,294           2,917
     Accounts receivable, net                                                              3,216           4,992
     Other receivables                                                                       259             563
     Prepaid expenses and other current assets                                               486             559
                                                                                    ------------    ------------
         Total current assets                                                             16,182          21,057

NONCURRENT ASSETS
     Property and equipment, net                                                           3,507           3,720
     Goodwill, net                                                                        26,238          22,549
     Intangibles, net                                                                      6,320          10,189
     Other assets                                                                            175             195
                                                                                    ------------    ------------

TOTAL ASSETS                                                                        $     52,422    $     57,710
                                                                                    ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                                               $      2,699    $      3,346
     Accrued expenses                                                                      3,916           5,357
     Deferred revenues                                                                     2,895           3,164
     Other liabilities                                                                       317             324
     Net liabilities of discontinued operations                                              137             204
                                                                                    ------------    ------------
TOTAL CURRENT LIABILITIES                                                                  9,964          12,395
     Net liabilities of discontinued operations                                              200             300
     Other liabilities                                                                       479             540
                                                                                    ------------    ------------
TOTAL LIABILITIES                                                                         10,643          13,235
                                                                                    ------------    ------------

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 49,808,000 shares in 2002 and 49,724,000 shares in 2001;
        outstanding 49,002,000 shares in 2002 and 48,917,000 shares in 2001                   50              50
     Additional paid-in capital                                                          303,038         303,141
     Treasury stock, at cost:  806,000 shares in 2002 and 2001                            (2,473)         (2,473)
     Deferred compensation                                                                (1,062)         (1,395)
     Accumulated other comprehensive income                                                  210             210
     Accumulated deficit                                                                (257,984)       (255,058)
                                                                                    -------------   ------------
TOTAL STOCKHOLDERS' EQUITY                                                                41,779          44,475
                                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     52,422    $     57,710
                                                                                    ============    ============

  See accompanying notes to condensed consolidated financial statements.

</table>
<PAGE>

                       INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                (in thousands, except per share data; unaudited)


                                                         2002             2001
                                                      ---------        ---------
Revenues
  Software                                           $      128        $    169
  Consulting and services                                 4,580           2,982
                                                     ----------        ---------
     Total revenues                                       4,708           3,151
                                                     ----------        ---------

Cost of revenues
  Software                                                   --               5
  Consulting and services                                 1,959           1,897
                                                     ----------        ---------
     Total cost of revenues                               1,959           1,902
                                                     ----------        ---------

Gross profit                                              2,749           1,249
                                                     ----------        ---------

Operating expenses
   General and administrative                             2,494           2,823
   Sales and marketing                                      850           2,519
   Research and development                               2,542           4,530
   Amortization of goodwill and intangibles                 180           1,176
                                                     ----------        ---------
     Total operating expenses                             6,066          11,048
                                                     ----------        ---------

Operating loss                                           (3,317)         (9,799)
Realized gain on sales of investments                        --           1,130
Unrealized gain (loss) on Sybase warrants                   377            (923)
Other income (expenses), net                                 14             315
                                                     ----------        ---------

Loss before income taxes                                 (2,926)         (9,277)
Provision for income taxes                                   --              --
                                                     ----------        ---------

Loss from continuing operations                          (2,926)         (9,277)
Discontinued operations, net of income taxes                 --              --
                                                     ----------        ---------

Net loss                                                 (2,926)       $ (9,277)
                                                     ==========        =========

Basic loss per common share
  Loss from continuing operations                    $    (0.06)       $  (0.21)
  Income (loss) from discontinued operations               0.00            0.00
                                                     ----------        ---------
  Net loss                                           $    (0.06)       $  (0.21)
                                                     ==========        =========

Diluted loss per common share
  Loss from continuing operations                    $    (0.06)       $  (0.21)
  Income (loss) from discontinued operations               0.00            0.00
                                                     ----------        ---------
  Net loss                                           $    (0.06)       $  (0.21)
                                                     ==========        =========

Basic weighted-average common shares outstanding         48,494          44,580
                                                     ===========       =========
Diluted weighted-average common shares outstanding       48,494          44,580
                                                     ===========       =========

     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, 2002
                            (in thousands; unaudited)

<table>



                                                                                                                Accumulated
                                              Common Stock          Additional                                    Other
                                        -------------------------    Paid-in     Treasury       Deferred      Comprehensive
                                          Shares       Amount        Capital       Stock      Compensation       Income
                                        ----------- ------------- ------------- ----------- --------------- ----------------
<S>                                     <C>         <C>           <C>           <C>         <C>             <C>
Balance at January 1, 2002                 49,724   $      50     $   303,141   $  (2,473)  $    (1,395)       $     210
Issuances of common stock:
   Exercises of stock options                   3           -               5           -             -                -
   Issuances of restricted stock              114           -             216           -          (216)               -
Cancellations of restricted stock             (33)          -            (130)          -           130                -
Home Account 2000 incentive plan                -           -            (194)          -           194                -
Amortization of deferred compensation           -           -               -           -           225                -
Net loss                                        -           -               -           -             -                -

Comprehensive loss

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

Balance at March 31, 2002                  49,808   $      50     $   303,038   $  (2,473)    $  (1,062)       $     210
                                        =========== ============= ============= =========== =============== ================


<CAPTION>

                                           Accumulated     Comprehensive
                                             Deficit          Loss          Total
                                         -------------- --------------- ------------
<S>                                     <C>            <C>             <C>
Balance at January 1, 2002               $  (255,058)                   $  44,475
Issuances of common stock:
   Exercises of stock options                      -                            5
   Issuances of restricted stock                   -                            -
Cancellations of restricted stock                  -                            -
Home Account 2000 incentive plan                   -                            -
Amortization of deferred compensation              -                          225
Net loss                                      (2,926)        (2,926)       (2,926)
                                                          ----------
Comprehensive loss                                        $  (2,926)
                                          --------------  ==========    ------------
Balance at March 31, 2002                $  (257,984)                   $  41,779
                                         ==============                 ============
</table>

      See accompanying notes to condensed consolidated financial statements.


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                            (in thousands; unaudited)

<table>

                                                                                   2002                   2001
                                                                           -------------            -----------
<S>                                                                        <C>                      <C>

Cash flows from operating activities
     Loss from continuing operations                                       $    (2,926)            $   (9,277)
     Adjustments to reconcile loss from continuing operations
         to net cash used in operating activities of continuing operations:
         Realized gain on sales of investments                                      --                 (1,130)
         Unrealized (gain) loss on Sybase warrants                                (377)                   923
         Amortization of goodwill and intangibles                                  180                  1,176
         Depreciation and amortization                                             360                    341
         Deferred compensation expense                                             225                    365
         Loss on disposal of property and equipment                                  2                     --
         Changes in certain assets and liabilities:
              Accounts receivable                                                1,776                 (2,021)
              Other receivables                                                    304                 (1,161)
              Prepaid expenses and other current assets                             93                   (212)
              Accounts payable                                                    (597)                (1,185)
              Accrued expenses                                                  (1,509)                (1,393)
              Deferred revenues                                                   (269)                 1,427
                                                                           -----------             ----------
                  Net cash used in operating activities of
                  continuing operations                                         (2,738)               (12,147)
                                                                           -----------             ----------

     Loss from discontinued operations                                              --                     --
     Change in net liabilities of discontinued operations                         (167)                   (41)
                                                                           -----------             ----------
                  Net cash used in operating activities of
                  discontinued operations                                         (167)                   (41)
                                                                           -----------             ----------

                  Net cash used in operating activities                         (2,905)               (12,188)
                                                                           -----------             ----------

Cash flows from investing activities
     Proceeds from sales of investments                                             --                  4,883
     Release of cash from escrow                                                    --                    311
     Purchases of property and equipment                                          (149)                  (224)
     Payments for acquisition costs for Home Account                               (50)                (1,749)
     Cash paid for Home Account common stock                                        --                   (253)
                                                                           -----------             ----------
                  Net cash (used in) provided by investing activities             (199)                 2,968
                                                                           -----------             ----------

Cash flows from financing activities
     Proceeds from issuance of common stock                                          5                    110
     Payments to acquire treasury stock                                             --                    (40)
                                                                           -----------             ----------
                  Net cash provided by financing activities                          5                     70
                                                                           -----------             ----------

                  Decrease in cash and cash equivalents                         (3,099)                (9,150)

                  Cash and cash equivalents, beginning of period                12,026                 27,255
                                                                           -----------             ----------
                  Cash and cash equivalents, end of period                 $     8,927             $   18,105
                                                                           ===========             ==========
</table>
     See accompanying notes to condensed consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (Unaudited)


(1)      Basis of Presentation

     The  condensed  consolidated  balance  sheet  of  InteliData   Technologies
Corporation  ("InteliData"  or the  "Company") as of March 31, 2002, the related
condensed  consolidated   statements  of  operations  and  cash  flows  for  the
three-month  periods  ended March 31, 2002 and 2001,  and the related  condensed
consolidated  statement of changes in  stockholders'  equity for the three-month
period ended March 31, 2002  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.  The condensed  consolidated  balance sheet as of December 31,
2001 was derived from the  Company's  audited  December 31, 2001 balance  sheet.
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, 2001.

(2)     Summary of Significant Accounting Policies

(a)     Revenue  Recognition  - The  Company  supplies  Internet    banking  and
electronic bill presentment and payment software to financial institutions.  The
Company's  revenues  associated with  integrated  solutions that bundle software
products with  customization,  installation and training services are recognized
using the percentage of completion method of accounting.

     The Company enters into contracts for its bill payment technology software.
This software does not require  significant  customization.  Upon delivery,  the
Company either recognizes revenue ratably over the contract period for contracts
where  vendor  specific  objective  evidence  ("VSOE")  of fair  value  for post
contract  customer support ("PCS") does not exist or recognizes  revenue in full
where VSOE of fair value for PCS does exist.

     The Company enters into multiple element  arrangements.  Elements typically
include software,  consulting,  implementation and PCS. PCS contracts  generally
require  the  Company to provide  technical  support  and  unspecified,  readily
available software updates and upgrades to customers. Revenue for these multiple
element  arrangements  is  recognized  when there is  persuasive  evidence of an
arrangement  and  delivery to the customer  has  occurred,  the fee is fixed and
determinable,  and collectibility is considered  probable.  Advance payments are
recorded as deferred  revenue  until the  products  are  shipped,  services  are
delivered and all obligations are met. Currently, the Company does not have VSOE
of fair value for some of the elements within its multiple element arrangements.
Therefore,  all revenue under such arrangements is being recognized ratably over
the  term  of the PCS  contract.  Revenue  from  transactional  services,  which
includes  hosting  and  service  bureaus,  is  recognized  as  transactions  are
processed.

     Emerging  Issues Task Force Abstract  Issue No. 00-3,  Application of AICPA
Statement  of  Position  97-2 to  Arrangements  that  Include  the  Right to Use
Software Stored on Another Entity's Hardware ("EITF 00-3"), provides guidance in
determining  whether or not the  provisions  of  Statement of Position No. 97-2,
Software  Revenue  Recognition  ("SOP  97-2"),  should  be  applied  to  hosting
arrangements.  The Company has some  contracts  where the customers  operate its
software in an application services provider  environment.  The customer may not
take possession of the software  without  incurring  significant  transition and
infrastructure  costs, as well as potential  payments of fees to the Company for
the termination of such arrangements. In cases where the customer has not

<page>

licensed  software  from the Company,  the customer must also purchase a license
prior to having the right to use the software in its own operating  environment,
in addition to the aforementioned fees. In these situations, the Company applies
the guidance under EITF 00-3 and the Staff Accounting  Bulletin No. 101, Revenue
Recognition in Financial Statements,  and recognizes the revenue associated with
the license  and/or  implementation  fees  ratably  over the initial term of the
contract.

     Additionally,  based on the EITF 00-3 guidance,  the Company concluded that
SOP 97-2  should not be applied to certain of its  contracts  and their  related
revenue  for  license  and  professional  services  were  recognized  under  the
percentage of completion  method.  In addition to our  developing and delivering
the solution, the Company is entitled to transaction fees based on the number of
users and  transactions.  These transaction fees are earned based on the monthly
user counts and as transactions are processed.

(b)     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  derivatives  be  recognized  in the
balance  sheet and  measured  at fair  value.  Effective  January 1,  2001,  the
Company's investment in the Sybase warrants was accounted for in accordance with
SFAS 133.

     SFAS 133 requires that 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 stockholders'  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 the fair
value under the previous accounting  guidance.  In accordance with SFAS 133, the
Company  recorded an  unrealized  gain  (loss) on  investment  of  $377,000  and
$(923,000), for the three months ended March 31, 2002 and 2001, respectively.

     In June 2001, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141, Business  Combinations ("SFAS 141"), and
SFAS No. 142,  Goodwill  and Other  Intangible  Assets  ("SFAS  142").  SFAS 141
requires business combinations initiated after June 30, 2001 to be accounted for
using the purchase method of accounting, and broadens the criteria for recording
intangible  assets  separate  from  goodwill.  SFAS 142  requires  the use of an
amortization and non-amortization approach to account for purchased goodwill and
certain  intangibles.  Under a non-amortization  approach,  goodwill and certain
intangibles  are not to be  amortized  into results of  operations,  but instead
would be reviewed  for  impairment  and  written  down and charged to results of
operations  only in the  periods in which the  recorded  value of  goodwill  and
certain   intangibles  is  more  than  its  fair  value.  The  amortization  and
non-amortization  provisions  of SFAS 142 are to be applied to all  goodwill and
intangible assets acquired after June 30, 2001. The provisions of each statement
that apply to goodwill and intangible assets acquired prior to June 30, 2001 was
adopted by the Company on January 1, 2002.

     The adoption of this accounting  standard reduced the amortization  expense
associated with goodwill and certain intangibles by $996,000 from $1,176,000 for
the three  months  ended March 31, 2001 to $180,000 for the same period in 2002.
As of  January  1,  2002,  in  accordance  with SFAS  142,  the  Company  ceased
recognizing  amortization  expense  on  goodwill  and  the  assembled  workforce
intangible asset, and the assembled workforce intangible asset was combined with
goodwill for financial accounting and reporting.  Accordingly,  the goodwill and
intangible asset consist of the following components (in thousands):

     As of March 31, 2002:             Goodwill      Intangible        Total
                                       --------      ----------        -----
         Gross carrying amount       $   29,793      $    7,200       $ 36,993
         Accumulated amortization        (3,555)           (880)        (4,435)
                                     ----------      ----------       --------
         Net                         $   26,238      $    6,320       $ 32,558
                                     ==========      ==========       ========
<page>

     As of December 31, 2001:          Goodwill      Intangible        Total
                                       --------      ----------        -----
         Gross carrying amount       $   25,593      $   11,400       $ 36,993
         Accumulated amortization        (3,044)         (1,211)        (4,255)
                                     ----------      ----------       --------
         Net                         $   22,549      $   10,189       $ 32,738
                                     ==========      ==========       ========

     The   estimated   aggregate    amortization    expense   related   to   the
contracts/relationships  intangible  asset for each of the next five years is as
follows (in thousands):

              Year ending December 31:                           Expense
                                                                 -------
                  2002                                           $    720
                  2003                                                720
                  2004                                                720
                  2005                                                720
                  2006                                                720
                                                                 --------
                  Total                                          $  3,600
                                                                 ========

     In  accordance  with SFAS 142, the Company has six months from adoption (up
until June 30, 2002) to complete the initial test for impairment under SFAS 142.
As of March 31, 2002,  the Company has not yet completed  this initial test. The
initial test for impairment  will be as of January 1, 2002, the adoption date of
SFAS 142. In connection  with this,  the Company will present  adjustments  that
result from its initial  application of SFAS 142, if any, as of the beginning of
this fiscal year.  Additionally,  the Company is required to perform reviews for
impairment in future periods that may result in future periodic write-downs.

     In August 2001, the FASB issued SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived  Assets ("SFAS  144"),  which is effective  January 1,
2002.  This  statement  replaces SFAS No. 121,  Accounting for the Impairment of
Long-Lived  Assets  and for  Long-Lived  Assets  to Be  Disposed  Of,  and  some
provisions of Accounting  Principles Board Opinion No. 30, Reporting the Effects
of  Disposal  of  a  Segment  of  a  Business  and  Extraordinary,  Unusual  and
Infrequently  Occurring Events and Transactions.  SFAS No. 144 requires that one
accounting  model be used  for  long-lived  assets  to be  disposed  of by sale,
whether  previously  held and  used or  newly  acquired.  It also  broadens  the
presentation of discontinued  operations to include more disposal  transactions.
The Company's  adoption of this  pronouncement on January 1, 2002 did not have a
material affect on the Company's financial position,  results of operations,  or
cash flows.

(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.  This acquisition was accounted
for as a purchase.  Following the  Company's  acquisition  of Home Account,  the
Company  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 was 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 2000
Incentive  Plan  of  $2,946,000  resulted  in  an  increase  of  $31,957,000  in
stockholders'   equity  in  fiscal  year  2001.  The  total  purchase  price  of
approximately $31,186,000 consisted of the following (in thousands):

<page>

              Consideration and acquisition costs:
                  Value of shares issued                           $    29,011
                  Cash consideration                                       320
                  Acquisition costs                                      1,855
                                                                   -----------
                                                                   $    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 has
obtained independent  professional services for the purchase price allocation to
the fair values of the acquired  property,  plant and equipment,  and identified
intangible assets, and their remaining useful lives and has completed its review
and  determination  of  the  fair  values  of  the  other  assets  acquired  and
liabilities assumed. A summary of the assets acquired and liabilities assumed in
the acquisition follows (in thousands):

       Allocation of purchase price:
         Current assets                                            $     1,562
         Property, plant and equipment                                   1,743
         Intangibles                                                    11,400
         Liabilities assumed and other                                  (4,344)
         Liabilities associated with Home Account Incentive Plan        (2,946)
         Acquisition integration liabilities                            (1,822)
         Goodwill                                                       25,593
                                                                   -----------
                                                                   $    31,186
                                                                   ===========

     Intangible assets consist of $4,200,000 for assembled  workforce (which has
an  estimated  useful life of eight years prior to the adoption of SFAS 142) and
$7,200,000 for  contracts/relationships  (which has an estimated  useful life of
ten  years).  Assembled  workforce  was  determined  based on the number of Home
Account employees,  function,  compensation,  fringe benefits, recruiting costs,
training, and other factors. Contracts/relationships was determined based on the
history of low attrition, the high cost of switching,  market prices, forecasted
revenues,  evaluation of competitors,  and other factors.  Such  allocations and
designations  were  completed in accordance  with  Accounting  Principles  Board
Opinion No. 16,  Business  Combination.  Effective  January 1, 2002, the Company
adopted SFAS 142 and the  appropriate  transitional  accounting  is discussed in
Note 2.

     As a result  of the  acquisition  of Home  Account,  the  Company  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 $1,822,000 included in the purchase price allocation are
approximately  $1,000,000  for lease  costs  for the now  vacated  Home  Account
headquarters  in  Emeryville,  California,  and  $822,000  related to  workforce
reduction.  As of March 31,  2002,  the  Company had a  remaining  liability  of
$718,000  associated  with such lease  costs,  of which  $239,000 is current and
$479,000 is noncurrent.

     The  workforce  reductions  focused  on three key  areas:  1)  streamlining
development  efforts,  2)  eliminating  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 December 31, 2001, 87 positions had been
terminated  and  approximately  $822,000 had been paid.  No  additional  changes
occurred  during the period ended March 31, 2002 and the Company does not expect
future adjustments.

     Due to the fact that the  acquisition was completed on January 11, 2001, no
pro forma  quarterly  financial  information  is presented to give effect to the
acquisition  of Home  Account as if it occurred on January 1, 2001.  The Company
believes  that the  results  of  operations  for the  eleven-day  period  is not
material.



<PAGE>


(4)      Home Account 2000 Incentive Plan

     In 2000,  Home Account  approved the 2000  Incentive  Plan to encourage the
retention of certain  officers and managers 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.  Under the InteliData and Home Account
merger  transaction,  this  incentive plan was payable in the form of InteliData
common  stock and such  payments  were to be made by the  group of  former  Home
Account preferred stockholders (who were collectively considered as a "principal
stockholder"  for the purpose of this 2000  Incentive  Plan).  Two-thirds of the
2000  Incentive  Plan  allocation  vested on the  transaction  closing  date and
represented 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.
The  original  principal  amount of this  receivable  balance was  approximately
$1,116,000.  The shares allocable to the  participants  were placed in an escrow
account and were released to the Home Account  Stockholders'  Representative  in
accordance with the Merger  Consideration  Escrow Agreement.  As of December 31,
2001, the remaining  outstanding  receivable balance,  including  interest,  was
approximately  $466,000 and was reflected in the "Other receivable"  balance. On
February 4, 2002, the remaining  outstanding  balance plus  additional  interest
accrued was paid in full.

     The remaining  one-third of the participants'  allocation vested on January
11, 2002 (one year from the  transaction  closing  date).  All forfeited  shares
reverted to the former  preferred  stockholders  of Home Account.  In connection
with the 2000  Incentive  Plan  allocation,  the deferred  compensation  for the
one-third portion became fixed and measurable on April 1, 2002 at $155,000 based
on $1.20 (the closing price of the Company's common stock at April 1, 2002). The
difference  between this amount and the recognized  expense in the prior periods
was  recorded as an $183,000  reduction  of expense for the three  months  ended
March 31, 2002.

(5)      Discontinued Operations

     As of March 31, 2002,  the net  liabilities of  discontinued  operations of
$337,000  relate  to  the  telecommunications  divisions.  This  relates  to the
potential  environmental  clean  up  associated  with  InteliData's  former  New
Milford, Connecticut property. In January 2000, InteliData sold the New Milford,
Connecticut building, its only remaining asset in discontinued operations of the
telecommunications  division.  In the context of this sale, InteliData agreed to
undertake  limited  remediation of the site in accordance with applicable  state
law. The subject site is not a federal or state  Superfund  site and  InteliData
has  not  been  named  a  "potentially  responsible  party"  at  the  site.  The
remediation  plan  agreed  to  with  the  purchaser  allows  InteliData  to  use
engineering and institutional controls (e.g., deed restrictions) to minimize the
extent  and costs of the  remediation.  Further,  at the time of the sale of the
facility,   InteliData   established  a  $200,000  escrow  account  for  certain
investigation/remediation  costs.  As of March 31,  2002,  this  escrow  account
balance remained at $200,000.  Moreover,  InteliData has obtained  environmental
insurance to pay for remediation  costs up to $6,600,000 in excess of a retained
exposure limit of $600,000. InteliData estimates its remaining liability related
to this matter and other costs to be  approximately  $337,000 and has recorded a
liability for this amount.

     The Company has engaged a legal firm and an  environmental  specialist firm
to  represent  InteliData  regarding  this  matter.  The timing of the  ultimate
resolution  of this matter is estimated to be from three to five years under the
Company's  proposed  compliance plan,  which involves a natural  attenuation and
periodic compliance  monitoring  approach.  Management does not believe that the
resolution  of this matter will  likely  have a material  adverse  effect on the
Company's financial condition or results of operations.

                                   * * * * * *


<PAGE>


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

Results of Operations for the three months ended March 31, 2002 and 2001

     The  following   represents   the  results  of  operations  for  InteliData
Technologies  Corporation  for the three  months  ended March 31, 2002 and 2001.
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.

Revenues

     The Company's  first quarter  revenues were  $4,708,000 in 2002 compared to
$3,151,001 in 2001, an increase of  $1,557,000.  The increase was a result of an
increase in  consulting  and  services  revenues of  $1,598,000  and offset by a
decrease in software revenues of $41,000.  During the first quarter of 2002, the
Company  generated  $128,000 from software sales and $4,580,000  from consulting
and services.  During the first quarter of 2001,  software revenues  contributed
$169,000 and consulting and services contributed $2,982,000.

     The increase in consulting and services  revenues from the first quarter of
2001 to the  first  quarter  of  2002  was  primarily  due to  increases  in the
Company's  recurring revenue from fees associated with its application  services
provider ("ASP") operations.

Cost of Revenues and Gross Profit

     The Company's cost of revenues increased $57,000 to $1,959,000 in the first
quarter  2002 from  $1,902,000  in the first  quarter in 2001.  The increase was
primarily due to increased revenues.

     Overall gross profit margins increased to 58% for the first quarter of 2002
from 40% for the first quarter of 2001. The increase in gross profit margins was
attributable to an increase in recurring revenue.  The Company  anticipates that
gross profit  margins may  fluctuate in the future due to changes in product mix
and distribution,  outsourcing activities associated with an ASP business model,
competitive pricing pressure,  the introduction of new products,  and changes in
volume.

General and Administrative

     General and administrative expenses decreased $329,000 to $2,494,000 in the
first quarter of 2002 from $2,823,000 in the first quarter of 2001. The decrease
was primarily attributable to the Company's reduction of redundant corporate and
administrative  expenses that resulted from the purchase of Home Account,  which
included the  elimination of the former Home Account  headquarters.  The Company
plans  to  continually   assess  its  operations  to  manage  its  expenses  and
infrastructures in light of anticipated business levels.

Sales and Marketing

     Sales and marketing expenses decreased  $1,669,000 to $850,000 in the first
quarter of 2002 from $2,519,000 in the first quarter of 2001. This was primarily
attributable  to  decreases  in the number of selling and  marketing  employees,
travel and  outside  professional  services.  The Company  plans to  continually
assess its  operations  to manage its expenses and  infrastructures  in light of
anticipated business levels.

Research and Development

     Research and development  costs  decreased  $1,988,000 to $2,542,000 in the
first quarter of 2002 from $4,530,000 in the first quarter of 2001. The decrease
was  primarily  attributable  to the  Company's  expense  reduction  efforts  in
combining the operations of InteliData and Home Account and finding efficiencies
and synergies while  eliminating  redundancies.  The Company incurs research and
development  expenses  primarily  in writing  and  developing  the  Interpose(R)
Transaction Engine for the Open Financial Exchange ("OFX") standard and building
the Interactive Financial Exchange ("IFX")-based network electronic bill payment
switch for our Interpose(R) and EBPP

<page>

solutions.  The Company plans to continually assess its operations to manage its
expenses and infrastructures in light of anticipated business levels.

Amortization of Goodwill and Intangibles

     Statement of Financial  Accounting  Standards  No. 142,  Goodwill and Other
Intangible Assets ("SFAS 142") requires the Company to not amortize goodwill and
certain  intangibles  into results of operations,  but instead the Company would
review  these  assets  for  impairment.  The assets  would be  written  down and
impairment  losses would be charged to results of operations only in the periods
in which the recorded  values are  determined to be more than their fair values.
The adoption of this  accounting  standard,  as of January 1, 2002,  reduced the
amortization  expense  associated  with  goodwill  and  certain  intangibles  by
$996,000 from  $1,176,000  for the three months ended March 31, 2001 to $180,000
for the same period in 2002. As of January 1, 2002, in accordance with SFAS 142,
the  Company  ceased  recognizing  amortization  expense  on  goodwill  and  the
assembled  workforce  intangible asset, and the assembled  workforce  intangible
asset was combined with goodwill for financial accounting and reporting.

Realized Gains on Sales of 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.  ("Sybase").  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. The Company recognized a gain of approximately  $1,259,000 on this
transaction during the first quarter of 2001.

     As part of this merger  transaction,  an escrow account was  established to
provide Sybase  indemnity  protection  against  possible claims that might arise
against  HFN.  Approximately  133,000  shares of Sybase  common  stock  owned by
InteliData  were put in escrow,  along with  approximately  $440,000 of cash. In
March 2001, the Company received the escrow payments less approximately $129,000
for  miscellaneous  claims under the escrow provision and the Company recorded a
loss on escrow in the first quarter of 2001 of $129,000.  The remaining holdings
of Sybase  common  stock were sold during 2001.  At March 31, 2002,  the Company
owned all 640,000 warrant units described above.

     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  derivatives  be recognized in the balance sheet and measured at
fair value.

     In  accordance  with SFAS 115,  the  balance  sheets  include  $210,000  of
unrealized gain on investments (net of taxes), within stockholders' equity as of
March 31, 2002 and  December 31, 2001.  As of March 31,  2002,  the  accumulated
other  comprehensive  income  balance  represents 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).

     SFAS 133 requires that 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 the fair value under the previous accounting  guidance.  In accordance
with SFAS 133, the Company  recorded an unrealized  gain (loss) on investment of
$377,000 and  $(923,000) in the  statements  of operations  for the three months
ended March 31, 2002 and 2001, respectively.

Other Income

     Other income,  primarily investment and interest income, decreased $301,000
to $14,000 in the first  quarter of 2002 from  $315,000 in the first  quarter of
2001.  The  decrease  is  associated  with  decreased  levels  of cash  and cash
equivalents in 2002 as compared to 2001, and the incurrence of other expenses in
2002.

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

     The  basic  and  diluted   weighted-average   common  shares  increased  to
48,494,000  for the first quarter of 2002  compared to 44,580,000  for the first
quarter of 2001.  The  increase  resulted  primarily  from the exercise of stock
options and warrants,  stock  purchases  under the Employee Stock Purchase Plan,
and the issuance of 2,863,000  shares for the private  placements that closed in
November and December of 2001.

     Losses from  continuing  operations  were $2,926,000 and $9,277,000 for the
three-month  periods ended March 31, 2002 and 2001,  while there were no gain or
loss from discontinued  operations in either period.  Net losses were $2,926,000
and $9,277,000 for 2002 and 2001, respectively.

     As a result of the  foregoing,  basic and diluted net loss per common share
was  ($0.06) for the first  quarter of 2002  compared to a basic and diluted net
loss per common share of ($0.21) for the first quarter of 2001.

Liquidity and Capital Resources

     During the first quarter of 2002, the Company's  cash and cash  equivalents
decreased by  $3,099,000.  At March 31, 2002, the Company had $8,927,000 in cash
and cash equivalents,  $3,294,000 in investments,  $6,218,000 of working capital
with no long-term debt, and $41,779,000 in stockholders'  equity.  The Company's
principal needs for cash in the first quarter of 2002 were for funding operating
losses. The Company funded decreases in accounts payable and accrued expenses of
$597,000  and  $1,509,000,  respectively,  for the three  months ended March 31,
2002, which was offset by a decrease in accounts receivable of $1,776,000.

     The Company's cash requirements for operating activities in the first three
months of 2002 were financed primarily by cash and cash equivalents on hand.

     Net cash used in  investing  activities  in the first  quarter  of 2002 was
$199,000.  This was primarily  related to the purchase of property and equipment
of $149,000 and cash paid for acquisition  costs related to the purchase of Home
Account of $50,000.

     Financing  activities  provided net cash of $5,000 in the first  quarter of
2002 from the issuance of the Company's common stock for stock option exercises.

     During 2002, the Company expects its operating losses to continue declining
based on  increases  in revenues  due to  increases  in the  adoption  rates and
penetration  rates of Internet Banking,  Card  Solutions(TM) and EBPP Solutions,
and based on our periodic  rationalization  of headcount  and other  expenses in
light of our available capital and anticipated  business forecast.  Based on the
Company's  current  capital levels and its  assumptions  about future  operating
results,  the Company  believes that it will have  sufficient  resources to fund
existing  operating  plans.  However,  if actual results differ  materially from
current  assumptions,  the Company may not have sufficient capital resources and
may have to modify operating plans and/or seek additional capital resources.

<PAGE>


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

     The  information   contained  in  this  report   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 Company's ability to continue
funding operating losses,  the Company's ability to manage expenses in line with
anticipated  business  levels,  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,  the
effects of general  economic  conditions on the financial  services  industries,
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,  delays in  development  of highly
complex  products  and other  risks  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,
2001.  These risks could cause the Company's  actual results for 2002 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, 2002, the fair value of the Company's  investment portfolio
was  approximately  $3,294,000,  which  consisted of  $3,053,000  of warrants to
purchase Sybase common stock and $241,000 of fixed income securities. Changes in
the fair value of the fixed income  securities will continue to be recognized in
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 be recognized periodically
in income.  In accordance with SFAS 133, the Company recorded an unrealized gain
on investment  of $377,000 in the  statement of operations  for the three months
ended March 31,  2002. A 10%  fluctuation  in the stock price would result in an
approximate  effect of $305,000 in the fair value of the  Company's  holdings of
Sybase warrants.


PART II:       OTHER INFORMATION
--------------------------------
ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K
------------------------------------------------
(a)      Exhibits
         --------

         None.

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

         None.


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


                                        /s/ John R. Polchin
                                       -----------------------------------------
                                       John R. Polchin
                                       Vice President, Chief Financial Officer,
                                       and Treasurer