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


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

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


                                    FORM 10-Q

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



For the Quarterly Period Ended: March 31, 2004  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
   ---       ---


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act).
Yes      X        No
    ----------        --------

The number of shares of the registrant's  Common Stock  outstanding on March 31,
2004 was 51,293,818.

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<PAGE>

                       INTELIDATA TECHNOLOGIES CORPORATION

                          QUARTERLY REPORT ON FORM 10-Q

                                TABLE OF CONTENTS


                                                                            Page
                                                                            ----
PART I - FINANCIAL INFORMATION

 Item 1.  Financial Statements (unaudited)

          Condensed Consolidated Balance Sheets
          March 31, 2004 and December 31, 2003 ............................... 3

          Condensed Consolidated Statements of Operations
          Three Months Ended March 31, 2004 and 2003 ......................... 4

          Condensed Consolidated Statement of Changes in Stockholders' Equity
          Three Months Ended March 31, 2004................................... 5

          Condensed Consolidated Statements of Cash Flows
          Three Months Ended March 31, 2004 and 2003 ......................... 6

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

 Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations ..........................................11

 Item 3.  Quantitative and Qualitative Disclosures About Market Risk .........18

 Item 4.  Controls and Procedures ............................................18



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, 2004 AND DECEMBER 31, 2003
                  (in thousands, except share data; unaudited)
<TABLE>


                                                                                         2004            2003
<S>                                                                                <C>              <C>
                                                                                   -------------    ------------
ASSETS
CURRENT ASSETS
     Cash and cash equivalents                                                      $      6,761    $      7,603
     Accounts receivable, net                                                              2,074           2,890
     Other receivables                                                                       129             180
     Prepaid expenses and other current assets                                               552             625
                                                                                    ------------    ------------
         Total current assets                                                              9,516          11,298

NONCURRENT ASSETS
     Property and equipment, net                                                           1,371           1,529
     Goodwill, net                                                                        26,238          26,238
     Intangible asset, net                                                                 4,880           5,060
     Other assets                                                                            211             211
                                                                                    ------------    ------------

TOTAL ASSETS                                                                        $     42,216    $     44,336
                                                                                    ============    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
     Accounts payable                                                               $      1,705    $      1,531
     Accrued expenses                                                                      1,037           1,599
     Deferred revenues                                                                     1,167           1,351
     Accrued rent                                                                            344             364
     Net liabilities of discontinued operations                                               45              45
                                                                                    ------------    ------------
TOTAL CURRENT LIABILITIES                                                                  4,298           4,890
     Accrued rent                                                                            302             380
     Net liabilities of discontinued operations                                               28              75
                                                                                    ------------    ------------
TOTAL LIABILITIES                                                                          4,628           5,345
                                                                                    ------------    ------------

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 100,000,000 shares;
        issued 52,129,000 shares in 2004 and 52,065,000 shares in 2003;
        outstanding 51,294,000 shares in 2004 and 51,231,000 shares in 2003                   52              52
     Additional paid-in capital                                                          307,037         306,963
     Treasury stock, at cost:  835,000 shares in 2004 and 834,000 shares in 2003          (2,548)         (2,546)
     Deferred compensation                                                                  (207)           (228)
     Accumulated deficit                                                                (266,746)       (265,250)
                                                                                    ------------    ------------
TOTAL STOCKHOLDERS' EQUITY                                                                37,588          38,991
                                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     42,216    $     44,336
                                                                                    ============    ============
</TABLE>

See accompanying notes to condensed consolidated financial statements.

<PAGE>
                         INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                (in thousands, except per share data; unaudited)

<TABLE>

                                                                               2004             2003
                                                                         -------------    --------------
<S>                                                                     <C>               <C>

Revenues
      Software                                                           $          --    $          343
      Consulting services, recurring and termination fees                        3,592             5,282
                                                                         -------------    --------------
           Total revenues                                                        3,592             5,625
                                                                         -------------    --------------

Cost of revenues
      Software                                                                      --                --
      Consulting services, recurring and termination fees                        1,780             1,934
                                                                         -------------    --------------
           Total cost of revenues                                                1,780             1,934
                                                                         -------------    --------------

Gross profit                                                                     1,812             3,691
                                                                         -------------    --------------

Operating expenses
      General and administrative                                                 1,551             2,089
      Sales and marketing                                                          315               393
      Research and development                                                   1,306             1,147
      Amortization of intangible asset                                             180               180
                                                                         -------------    --------------
           Total operating expenses                                              3,352             3,809
                                                                         -------------    --------------

Operating loss                                                                  (1,540)             (118)
Other income (expenses), net                                                        44               (29)
                                                                         -------------    ---------------

Loss before income taxes                                                        (1,496)             (147)
Provision for income taxes                                                          --                --
                                                                         -------------    ---------------

Net loss                                                                $       (1,496)   $         (147)
                                                                        ==============    ==============


Basic and diluted earnings (loss) per common share                      $        (0.03)   $       (0.00)
                                                                        ==============    =============

Basic and diluted weighted-average common shares outstanding                    51,127            48,853
                                                                         =============    ==============

</TABLE>

   See accompanying notes to condensed consolidated financial statements.


<PAGE>


6

                       INTELIDATA TECHNOLOGIES CORPORATION
       CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                        THREE MONTHS ENDED MARCH 31, 2004
                            (in thousands; unaudited)


<TABLE>



                                                                        Additional
                                                   Common Stock           Paid-in      Treasury     Deferred       Accumulated
                                             -------------------------
                                               Shares       Amount        Capital       Stock     Compensation       Deficit
                                             ------------ ------------ -------------- ----------- -------------- ----------------
<S>                                          <C>          <C>          <C>            <C>         <C>            <C>

Balance at January 1, 2004                      52,065    $      52    $   306,963    $  (2,546)  $      (228)   $  (265,250)
    Issuances of common stock:
        Exercise of stock options                   44            -             34            -             -              -
        Issuances of restricted stock               20            -             40            -           (40)             -
    Cancellations of restricted stock                -            -              -            -             -              -
    Purchase of treasury stock, at cost              -            -              -           (2)            -              -
    Amortization of deferred compensation            -            -              -            -            61              -
    Net loss                                         -            -              -            -             -         (1,496)

    Comprehensive loss

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

Balance at March 31, 2004                       52,129    $      52    $   307,037    $  (2,548)    $    (207)   $  (266,746)
                                             ============ ============ ============== =========== ============== ================




                                               Comprehensive

                                                    Loss          Total
                                               --------------- ------------

Balance at January 1, 2004                                     $  38,991
    Issuances of common stock:
        Exercise of stock options                                     34
        Issuances of restricted stock                                  -
    Cancellations of restricted stock                                  -
    Purchase of treasury stock, at cost                               (2)
    Amortization of deferred compensation                             61
    Net loss                                     $  (1,496)       (1,496)
                                                  --------------
    Comprehensive loss                           $  (1,496)
                                                 ==========
                                                               ------------

Balance at March 31, 2004                                      $  37,588
                                                               ============


</Table>

    See accompanying notes to condensed consolidated financial statements.


<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                            (in thousands; unaudited)

<table>

                                                                                2004                  2003
                                                                           -------------          -----------
<S>                                                                        <C>                    <C>

Cash flows from operating activities
     Net loss from continuing operations                                   $    (1,496)            $     (147)
     Adjustments to reconcile loss from continuing operations
         to net cash used in operating activities of continuing operations:
         Unrealized loss on Sybase warrants                                         --                      9
         Amortization of intangible asset                                          180                    180
         Depreciation and amortization                                             177                    389
         Deferred compensation expense                                              61                     53
         Net loss on disposal of property and equipment                             --                    137
         Changes in certain assets and liabilities:
              Accounts receivable                                                  816                   (729)
              Prepaid expenses and other current assets                            124                     (4)
              Accounts payable                                                     174                    354
              Accrued expenses and accrued rent                                   (660)                  (192)
              Deferred revenue                                                    (184)                  (209)
                                                                           -----------             ----------
                  Net cash used in operating activities of
                  continuing operations                                           (808)                  (159)

                  Net cash used in discontinued operations                         (47)                   (28)
                                                                           -----------             -----------

                  Net cash used in operating activities                           (855)                  (187)
                                                                           -----------             ----------

Cash flows from investing activities
     Purchases of property and equipment                                           (19)                   (24)
                                                                           -----------             ----------
                  Net cash used in investing activities                            (19)                   (24)
                                                                           -----------             ----------

Cash flows from financing activities
     Proceeds from issuance of common stock                                         34                     --
     Payments to acquire treasury stock                                             (2)                    --
                                                                           -----------             ----------
                  Net cash provided by financing activities                         32                     --
                                                                           -----------             ----------

Decrease in cash and cash equivalents                                             (842)                  (211)

Cash and cash equivalents, beginning of period                                   7,603                  5,674
                                                                           -----------             ----------
Cash and cash equivalents, end of period                                   $     6,761             $    5,463
                                                                           ===========             ==========
</table>

 See accompanying notes to condensed consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   (Unaudited)

(1)  Basis of Presentation

     The  condensed  consolidated  balance  sheet  of  InteliData   Technologies
Corporation  ("InteliData"  or the  "Company") as of March 31, 2004, the related
condensed  consolidated  statements of  operations  and cash flows for the three
month  periods  ended  March  31,  2004  and  2003,  and the  related  condensed
consolidated  statement of changes in  stockholders'  equity for the three-month
period ended March 31, 2004  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,
2003 was derived from the  Company's  audited  December 31, 2003 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, 2003.

(2)  Summary of Significant Accounting Policies

(a)  Principles of Consolidation - The consolidated financial statements include
the accounts of the Company and its wholly owned  subsidiaries after elimination
of   all   material    intercompany    balances   and   transactions.    Certain
reclassifications  have been  made to the prior  year  financial  statements  to
conform to the 2004 financial statement presentation.

(b)  Accounting   Estimates  -  The  preparation  of  financial   statements  in
conformity with accounting principles generally accepted in the United States of
America  requires  management to make estimates and assumptions  that affect the
reported  amounts of assets and liabilities and disclosure of contingent  assets
and liabilities at the date of the financial statements and the reported amounts
of revenues  and  expenses  during the period.  Estimates  include,  but are not
limited to, allowance for doubtful accounts, costs of environmental  remediation
for real property  previously sold,  depreciation of fixed assets,  valuation of
intangible assets which include goodwill, provision for discontinued operations,
and project plans for the  completion and delivery of certain  solutions.  These
accounting  estimates  are  based on  information  currently  available.  Actual
results could differ from those  estimates and in some cases the actual  results
could vary materially from the estimates.

(c)  Revenue  Recognition - The Company supplies online banking and bill payment
software to financial  institutions  ("FI's"). 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 based on cost incurred as compared to estimated
costs at completion.

     The Company  enters into  contracts  where the  delivered  software may 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  also  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 from 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

<page>

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  recognized
ratably over the term of the PCS contract.  Revenue from transactional services,
which includes hosting and application  services provider ("ASP")  services,  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
software in an ASP  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  licensed  software  from
InteliData,  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  software  hosting  contracts.
Accordingly,  the related  revenues for license and  professional  services were
recognized under the percentage of completion  method. In addition to developing
and  delivering  the solution,  the Company is entitled to use fees based on the
number of users and  transactions.  These use-based fees are earned based on the
monthly user counts and as transactions are processed.

(d)  Recent  Accounting  Pronouncements - In May 2003, the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS")  No.  150,   Accounting   for  Certain   Financial   Instruments   with
Characteristics of both Liabilities and Equity ("SFAS 150"), which requires that
an issuer classify  financial  instruments that are within the scope of SFAS 150
as a liability. Under prior guidance, these same instruments would be classified
as equity.  SFAS 150 is effective for all financial  instruments entered into or
modified  after May 31, 2003.  Otherwise,  it is effective on July 1, 2003.  The
adoption of SFAS 150 did not have a material  effect on our financial  position,
results of operations, or cash flows.

     In May 2003,  the FASB issued SFAS No. 149,  Amendment of Statement  133 on
Derivative  Instruments and Hedging  Activities  ("SFAS 149"),  which amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities.  SFAS 149
is effective for contracts entered into or modified after June 30, 2003, and for
hedging  relationships  designated after June 30, 2003. The adoption of SFAS 149
did not have a material impact on our financial position, results of operations,
or cash flows.

     In December 2002, the FASB issued SFAS No. 148,  Accounting for Stock-Based
Compensation-Transition  and  Disclosure-an  amendment of FAS 123 ("SFAS  148").
SFAS 148 amends SFAS No. 123,  Accounting for  Stock-Based  Compensation  ("SFAS
123"),  to  provide  alternative  methods  of  transition  for  an  entity  that
voluntarily changes to the fair value based method of accounting for stock-based
employee  compensation.  It also amends the disclosure provisions of SFAS 123 to
require  prominent  disclosure  about the effects on  reported  net income of an
entity's  accounting  policy  decisions  with  respect to  stock-based  employee
compensation.  SFAS 148 also amends Accounting  Principles Board Opinion No. 28,
Interim  Financial  Reporting,  to require  disclosure  about  those  effects in
interim  financial  information.  SFAS 148 is  effective  for annual and interim
periods  beginning  after  December 15, 2002.  As the Company has elected not to
change to the fair value based method of  accounting  for  stock-based  employee
compensation,  SFAS 148 did not  have  any  impact  on our  financial  position,
results of operations, or cash flows.

     In June 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated
with  Exit  or  Disposal  Activities  (including  Certain  Costs  Incurred  in a
Restructuring)  ("SFAS 146"), which supersedes  Emerging Issues Task Force Issue
No. 94-3,  Liability  Recognition for Certain Employee  Termination Benefits and
Other Costs to Exit an Activity ("EITF 94-3"). SFAS 146 requires  recognition of
a liability  for costs  associated  with an exit or

<page>

disposal  activity when the  liability is incurred,  rather than when the entity
commits  to an exit  plan  under  EITF  94-3.  The  provisions  of SFAS  146 are
effective for exit or disposal activities that are initiated after September 30,
2002. As of March 31, 2003, the Company ceased using one of its leased spaces at
its offices in Reston,  Virginia.  The  remaining  obligation  on this lease was
approximately $1,080,000 through December 31, 2006. In accordance with SFAS 146,
the Company  estimated the fair value of net sublease  rent to be  approximately
$465,000 over the remaining term.  Accordingly,  the Company recorded an expense
of $625,000 and a  corresponding  liability  as of March 31, 2003.  As of May 1,
2003,  the  Company  has a  subtenant  for this  space for the  majority  of the
remaining  lease term and the actual  results of net sublease  rent could differ
from the  above  estimates.  As of  March  31,  2004,  the  estimated  remaining
liability was approximately $402,000.

(e)  Goodwill and Other  Intangible  Assets - In June 2001, the FASB issued SFAS
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 certain  intangibles  and  purchased  goodwill.  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.

     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 (which is subject to  amortization)  consisted of the following
components (in thousands):

                                               As of                 As of
                                           March 31, 2004      December 31, 2003
                                           --------------      -----------------

 Goodwill                                   $   26,238            $   26,238
                                           ==============      =================

 Intangible asset, gross carrying amount    $    7,200            $    7,200
 Accumulated amortization                       (2,320)               (2,140)
                                           --------------      -----------------
 Net intangible asset                       $    4,880            $    5,060
                                           ==============      =================

     In  accordance  with SFAS 142, the Company had six months from adoption (up
until June 30, 2002) to complete the initial test for  impairment  as of January
1, 2002,  the  adoption  date of SFAS 142.  In  accordance  with the  transition
provisions of SFAS 142, the Company  conducted the first step of the  impairment
tests.  The  Company  assessed  the fair  value of its  only  reporting  unit by
considering its projected cash flows, comparable company valuations,  and recent
purchase prices paid for entities within our industry.  Given  consideration  of
these factors,  the Company  concluded that the fair value of the reporting unit
exceeded  the  carrying  amount of its net  assets.  The  Company is required to
perform  reviews for impairment in future periods,  at least annually,  that may
result in future periodic write-downs. Tests for impairment between annual tests
may be required if events occur or  circumstances  change that would more likely
than not reduce the fair value of the net carrying amount.  As of June 30, 2003,
the Company  performed the required annual review for impairment  using the same
approach  and similar  considerations  as the  initial  test.  As a result,  the
Company concluded that the fair value of the reporting unit exceeds the carrying
amount of its net assets. As of March 31, 2004, the Company is not aware of such
events or circumstances that could indicate potential impairment.

(3)  Discontinued Operations

     As of March 31, 2004,  the net  liabilities of  discontinued  operations of
$73,000 relate to the telecommunications  divisions. These liabilities relate to
the  environmental  clean  up  associated  with  prior  tenants'

<page>

operations at InteliData's former New Milford,  Connecticut property. In January
2000,  InteliData  sold the New Milford,  Connecticut  property and the building
located thereon, its only remaining asset in its 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
and federal  law. The subject  site is not a listed  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 from the proceeds of
the sale for certain investigation/remediation costs. As of March 31, 2004, this
escrow account balance was  approximately  $224,000,  which would be paid out to
InteliData. 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 at March 31, 2004 related
to this matter and other costs to be  approximately  $73,000 and has  recorded a
liability for this amount.

     The Company has engaged a legal firm and an  environmental  specialist firm
to represent it regarding this matter. The timing of the ultimate  resolution of
this  matter is  estimated  to be from two to four  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.

     In April 2004, the escrow  account  balance of  approximately  $224,000 was
released and paid to InteliData.  The net liabilities of discontinued operations
continue to be consistent with the discussion above.

(4)  Stockholders' Equity

     During July 2003, the Company issued  1,431,364  shares of its common stock
pursuant to the exercise of warrants, as amended, by institutional investors who
participated in the Company's  private placement of common stock in November and
December, 2001. The warrant exercise resulted in gross proceeds of approximately
$3,335,000.  The  placement  agent  in the  transaction  received  approximately
$200,000 in  commissions.  All of the  warrants  that were issued as part of the
2001 private placement have now been exercised.

(5)  Commitments and Contingencies

     Purchase  Obligations - The Company entered into multiple vendor agreements
for outsourced  services as part of its ASP solution offering for certain Online
Banking and Payment  Solutions  clients.  Some of these  vendor  agreements  are
long-term  (i.e.,  expire  in April  and May 2005) and  commit  the  Company  to
specified  minimum  charges during the terms of the contracts.  These  long-term
obligations are disclosed below.  During 2003,  several of the Company's clients
migrated  from  this  ASP   environment  to  an  in-house   solution   utilizing
InteliData's  licensed  software.  As a result, a possibility  exists for future
losses due to the decrease in estimated  future  revenue  streams when  compared
with the Company's  current  contractual cost structure for outsourced  services
within this ASP environment.  Entering the second quarter of 2004, the projected
costs are estimated to exceed projected  revenues by approximately  $67,000 on a
monthly basis; this gap will fluctuate based on monthly activity.

     In assessing  potential  future  losses  associated  with the Company's ASP
business,  the Company may include the possibility of new clients that would add
incremental revenue to this ASP environment.  Additionally, the Company may have
the opportunity to restructure vendor contracts and decrease contractual charges
(i.e.,  extend the current  contract  with lower  minimum  charges or migrate to
different  vendors).  Management  continues to assess both the potential for new
business  prospects and the  possibility of reducing the Company's costs through
renegotiation  of existing  agreements.  In accordance  with generally  accepted
accounting  principles,  the Company is accounting  for these  contract costs as
they are incurred.

                                   * * * * * *

<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, 2004 and 2003

     The  following   represents   the  results  of  operations  for  InteliData
Technologies  Corporation  for the three  months  ended March 31, 2004 and 2003.
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  generates  revenues from each of its three product offerings -
Payment  Solutions,  Card  Services,  and Online  Banking.  Within these product
offerings,  the Company obtains revenues from various sources - software license
fees,  consulting  services fees,  use-based fees,  maintenance  fees, and other
fees.  Software  license fees include  revenues  generated  from license  sales.
Consulting  services fees include revenues generated from professional  services
rendered.   Use-based  fees  include  revenues  generated  from  user  accounts,
transactions, remittances and other related activities. Maintenance fees include
revenues generated from maintenance agreements for support services for licensed
software.  Other fees are  termination  charges levied for early  termination of
contracts.

     Within revenues generated from Payment Solutions,  consulting services will
fluctuate with the demand of services based on client internal  projects as well
as new  system  implementations.  Use-based  fees  will  fluctuate  based on the
addition of new clients and user adoption rates that  translate into  additional
users and additional transactions.  Additionally, use-based revenues may decline
with  departures of clients for other solutions  and/or  clients'  migrating the
InteliData  solution  in-house through a license  arrangement that may eliminate
user fees.

     Within  revenues  generated  from Card Services,  consulting  services will
fluctuate with the demand of services based on client internal  projects as well
as new  client  implementations.  Use-based  fees  will  fluctuate  based on the
addition of new clients and user adoption rates that  translate into  additional
users and additional transactions. Additionally, use-based revenues may increase
due to added functionalities or may decline with departures of clients for other
solutions.

     Within  revenues  generated from Online  Banking,  use-based  revenues will
fluctuate  based on the  addition of new clients  and user  adoption  rates that
translate into additional users and additional transactions.  However, use-based
revenues  may decline  with  departures  of clients for other  solutions  and/or
clients'   migrating  the  InteliData   solution   in-house  through  a  license
arrangement that may eliminate user fees.

     The Company's  first quarter  revenues were  $3,592,000 in 2004 compared to
$5,625,000 in 2003, a decrease of $2,033,000. The following table sets forth the
Company's sources of revenue for each of the three-month periods ended March 31,
2004, and 2003:

<page>
                                                            2004          2003
                                                          --------      --------
 Payment Solutions
 Software license                                         $      -      $    160
 Consulting services                                           266           641
 Use-based                                                   1,311           941
 Maintenance                                                   296           206
                                                          --------      --------
 Subtotal                                                    1,873         1,948
                                                          --------      --------

 Card Services
 Consulting services                                            93            88
 Use-based                                                   1,130         1,071
 Other                                                           -            13
                                                          --------      --------
 Subtotal                                                    1,223         1,172
                                                          --------      --------

 Online Banking
 Software license                                                -           183
 Consulting services                                            57           389
 Use-based                                                     257         1,811
 Maintenance                                                   182           122
                                                          --------      --------
 Subtotal                                                      496         2,505
                                                          --------      --------

 Total
 Software license                                                -           343
 Consulting services                                           416         1,118
 Use-based                                                   2,698         3,823
 Maintenance                                                   478           328
 Other                                                           -            13
                                                          --------      --------
 Total                                                    $  3,592      $  5,625
                                                          ========      ========

     The first quarter  revenues from Payment  Solutions were $1,873,000 in 2004
compared to $1,948,000 in 2003, a decrease of $75,000.  These revenues  included
items related to the Company's billpay warehouse, funds transfer and certain OFX
solutions,  as well as the  billpay  portions of the ASP  offerings.  Consulting
services fees  decreased  $375,000,  while  use-based  fees  increased  $370,000
quarter over quarter. The decrease in consulting services fees was primarily due
to the  completion  of projects in 2003 and limited new projects in 2004,  while
the  increase in  use-based  fees was due to the growth from  existing  clients.
Software license fees decreased  $160,000 because there were no software license
sales in 2004.

     The first  quarter  revenues  from Card  Services  were  $1,223,000 in 2004
compared to $1,172,000 in 2003, an increase of $51,000. Consulting services fees
increased $5,000,  use-based fees increased $59,000,  while other fees decreased
$13,000  quarter over  quarter.  The  increase in use-based  fees was due to the
growth in users and  transactions  from existing  clients.  The $13,000 in other
fees in the first quarter of 2003 related to one-time early termination fees.

     The first  quarter  revenues  from  Online  Banking  were  $496,000 in 2004
compared to $2,505,000 in 2003, a decrease of $2,009,000. These revenues include
items  related  to  the  Company's   Interpose(R)   Web  Banking,   Interpose(R)
Transaction  Engine,  and certain OFX  solutions,  as well as the online banking
portions of the ASP offerings.  The decrease was primarily  attributable  to the
$1,554,000  decrease in use-based fees. Three large customers who were operating
in the ASP  environment  during the first  quarter of 2003 did not pay recurring
fees during 2004. In one instance, a bank that used the Company's online banking
platform based on older Home

<page>

Account Canopy(TM) Banking technology,  converted to a competitor's product. Two
other  banks  paid the  Company  a  one-time  license  fee in 2003 and moved the
InteliData  software  in-house  in 2003,  which  resulted  in a decrease  to the
Company's  monthly  fees for hosting the  software  in an ASP  arrangement.  The
resulting  decrease was  partially  offset by growth in user fees from  existing
clients.  Additionally,  software license and consulting services fees decreased
$183,000 and $332,000,  respectively.  The decreases  were  primarily due to the
completion of projects in 2003 and fewer new projects in 2004.

Cost of Revenues and Gross Profit

     The  Company's  cost of revenues  decreased  $154,000 to  $1,780,000 in the
first quarter of 2004 from $1,934,000 in the first quarter of 2003. The decrease
was primarily  due to decreases in cost of revenues  associated  with  decreased
professional  services. The cost structures to generate the revenues are bundled
together and cannot be broken out in the same manner as the  revenues.  Costs of
revenues include vendors for outsourced  services and employees directly working
to generate revenues.

     Overall gross profit margins decreased to 50% for the first quarter of 2004
from 66% for the first quarter of 2003.  The decrease in gross profit margin was
attributable  to  decreases  in  software  licenses,  consulting  services,  and
use-based  revenues.  The  Company's  cost  of  revenues  does  not  necessarily
fluctuate  proportionately  in relation  to revenues as there are certain  fixed
costs to  maintain  the  current  infrastructure.  Accordingly,  while  revenues
declined by $2,033,000,  cost of revenues declined by only $154,000. 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.

     The Company entered into multiple vendor agreements for outsourced services
as part of its ASP  solution  offering  for certain  Online  Banking and Payment
Solutions clients.  Some of these vendor agreements are long-term (i.e.,  expire
in April and May 2005) and  commit  the  Company to  specified  minimum  charges
during the terms of the contracts. During 2003, several of the Company's clients
migrated  from  this  ASP   environment  to  an  in-house   solution   utilizing
InteliData's  licensed  software.  As a result, a possibility  exists for future
losses due to the decrease in estimated  future  revenue  streams when  compared
with the Company's  current  contractual cost structure for outsourced  services
within this ASP environment.  Entering the second quarter of 2004, the projected
costs are estimated to exceed projected  revenues by approximately  $67,000 on a
monthly basis; this gap will fluctuate based on monthly activity.

     In assessing  potential  future  losses  associated  with the Company's ASP
business,  the Company may include the possibility of new clients that would add
incremental revenue to this ASP environment.  Additionally, the Company may have
the opportunity to restructure vendor contracts and decrease contractual charges
(i.e.,  extend the current  contract  with lower  minimum  charges or migrate to
different  vendors).  Management  continues to assess both the potential for new
business  prospects and the  possibility of reducing the Company's costs through
renegotiation  of existing  agreements.  In accordance  with generally  accepted
accounting  principles,  the Company is accounting  for these  contract costs as
they are incurred. There can be no assurance that the Company will be successful
in  mitigating  these  factors.  In the event  that new client  revenues  do not
materialize,  user  growth  rates from  existing  clients  do not meet  expected
projections  and/or the Company is not successful in its renegotiation  efforts,
the Company may experience future period losses from the Company's ASP business,
which could have a material adverse impact on the Company's  financial position,
results of operations, and cash flows.

General and Administrative

     General and administrative expenses decreased $538,000 to $1,551,000 in the
first quarter of 2004 from $2,089,000 in the first quarter of 2003. The decrease
was  primarily   attributable  to  the  Company's  reduction  of  corporate  and
administrative   expenses  that  resulted  from  employee-related   actions  and
aggressive  expense  controls.  The  Company  plans to  continually  assess  its
operations to manage its expenses and  infrastructures  in light of  anticipated
business levels.



<PAGE>


Sales and Marketing

     Sales and  marketing  expenses  decreased  $78,000 to $315,000 in the first
quarter of 2004 from $393,000 in the first  quarter of 2003.  This was primarily
attributable to employee-related  actions, lower travel costs and a reduction in
tradeshow-related   expenses.  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  increased  $159,000 to  $1,306,000 in the
first quarter of 2004 from $1,147,000 in the first quarter of 2003. The increase
was primarily  attributable to the Company's  increased  funding of research and
development  efforts in Payment Solutions during the first quarter.  The Company
plans  to  continually   assess  its  operations  to  manage  its  expenses  and
infrastructures in light of anticipated business levels.

     In 2004, the Company expects to focus its research and development  efforts
on its Payment Solutions product offerings.  The development  efforts for Online
Banking and Card Services  products will likely be focused  primarily on product
upgrades and product maintenance.

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  amortization  of certain  intangibles  continued at an  annualized  rate of
$720,000. 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.

     In  accordance  with SFAS 142, the Company had six months from adoption (up
until June 30, 2002) to complete the initial test for  impairment  as of January
1, 2002,  the  adoption  date of SFAS 142.  In  accordance  with the  transition
provisions  of SFAS  No.  142,  the  Company  conducted  the  first  step of the
impairment tests. The Company assessed the fair value of its only reporting unit
by considering  its projected cash flows,  comparable  company  valuations,  and
recent   purchase   prices  paid  for  entities   within  our  industry.   Given
consideration of these factors, the Company concluded that the fair value of the
reporting  unit exceeded the carrying  amount of its net assets.  The Company is
required to perform reviews for impairment in future periods, at least annually,
that may result in future  periodic  write-downs.  Tests for impairment  between
annual tests may be required if events occur or circumstances  change that would
more likely  than not reduce the fair value of the net  carrying  amount.  As of
June 30, 2003, the Company  performed the required  annual review for impairment
using the same  approach and similar  consideration  as the initial  test.  As a
result,  the Company concluded that the fair value of the reporting unit exceeds
the carrying amount of its net assets.  As of March 31, 2004, the Company is not
aware of such events or circumstances that could indicate potential impairment.

Other Income

     Other income  (expense),  primarily  rental  receipts,  interest income and
other expenses including state and local taxes,  increased $73,000 to $44,000 in
the first  quarter of 2004 from  ($29,000)  in the first  quarter  of 2003.  The
increase is primarily  attributable to sub-lease rental receipts supplemented by
increased  interest income resulting from higher levels of average cash and cash
equivalents in 2004, as compared to 2003.

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

     The  basic  and  diluted   weighted-average   common  shares  increased  to
51,127,000  for the first quarter of 2004  compared to 48,853,000  for the first
quarter of 2003. The increase resulted primarily from stock awards to employees,
exercises of stock options,  stock  purchases  under the Employee Stock Purchase
Plan, and exercises of warrants.  During July 2003, the Company issued 1,431,364
shares of its common stock pursuant to the exercise of
<page>

warrants,  as  amended,  by  institutional  investors  who  participated  in the
Company's private placement of common stock in November and December, 2001.

     Losses from  continuing  operations  were  $1,496,000  and $147,000 for the
three-month periods ended March 31, 2004 and 2003, respectively, while there was
no gain or loss from discontinued  operations in either period.  Net losses were
$1,496,000  and  $147,000  for 2004 and 2003,  respectively.  As a result of the
foregoing,  basic and diluted net loss per common  share was $0.03 for the first
quarter of 2004  compared to a basic and  diluted  net loss per common  share of
$0.00 for the first quarter of 2003.

Liquidity and Capital Resources

     During  the  first  three  months  of  2004,  the  Company's  cash and cash
equivalents decreased by $842,000. At March 31, 2004, the Company had $6,761,000
in cash and cash  equivalents,  $5,218,000 of working  capital with no long-term
debt, and $37,588,000 in stockholders' equity. The Company's principal needs for
cash in the first  three  months of 2004 were for funding  operating  losses and
changes in working capital.  The Company had decreases in accounts receivable of
$816,000 for the three months  ended March 31, 2004,  and  increases in accounts
payable of $174,000 for the same period.

     The Company's cash requirements for operating activities in the first three
months of 2004 were financed primarily by cash and cash equivalents on hand.

     Net cash used in investing activities in the first three months of 2004 was
$19,000 for the purchases of property and equipment.

     Net cash provided by financing activities in the first three months of 2004
was $32,000 and consisted of $34,000 from the issuance of the  company's  common
stock through stock option exercises,  offset by $2,000 related to payments made
to acquire treasury stock.

     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.  The Company's  achievement of its
operating plan remains  predicated upon both existing and  prospective  customer
decisions to procure  certain  products  and services in a timeframe  consistent
with the operating  plan  assumptions.  Historically,  these  decisions have not
evolved  timely for  varying  reasons,  including  slower than  expected  market
demand,  budgetary  constraints,  and internal product  development and resource
initiatives.  As such,  the Company  believes it would be able to adjust certain
expense structures, if necessary, to mitigate the potential impact that customer
delays would have on its capital levels. These opportunities  include additional
reductions in selling, general and administrative expenditures, the potential of
consolidating  certain  operational  activities,  the ability to negotiate  more
favorable terms  associated  with existing  service  provider  contracts and the
elimination  of certain  marketing  costs.  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.  If the Company engages in efforts to obtain additional  capital,  it
can make no  assurances  that these efforts will be successful or that the terms
of such funding would be beneficial  to the common  stockholders.  Additionally,
the Company  announced that it has engaged Wachovia  Securities as its financial
advisor to help the  Company  assess a variety of  strategic  alternatives.  The
engagement  of Wachovia  Securities  will be focused on  enhancing  InteliData's
position  in  the  electronic   banking   marketplace  by  exploring   strategic
opportunities  intended to enhance  stockholder value. There can be no assurance
that any transaction will result from this effort.

Critical Accounting Policies

     The  following  accounting  policies  are  either  ones  that  the  Company
considers  to be the most  important  to its  financial  position and results of
operations  or ones that require the  exercise of  significant  judgment  and/or
estimates.

<page>


     Revenue  Recognition - The Company considers its revenue recognition policy
critical  to the  understanding  of  its  business  operations  and  results  of
operations.  The Company  supplies  online banking and bill payment  software to
financial   institutions   ("FI's").  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  where the  delivered  software may 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  from 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 recognized  ratably over the
term of the PCS contract.  Revenue from transactional  services,  which includes
hosting and application  services  provider ("ASP")  services,  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
software in an ASP  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  licensed  software  from
InteliData,  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  software  hosting  contracts.
Accordingly,  the related  revenues for license and  professional  services were
recognized under the percentage of completion  method. In addition to developing
and  delivering  the solution,  the Company is entitled to use fees based on the
number of users and  transactions.  These use-based fees are earned based on the
monthly user counts and as transactions are processed.

     Estimates  at  Completion  -  Revenues  related  to some  of the  Company's
contracts  are  recognized   using  the  percentage  of  completion   method  of
accounting,   which  requires  that  we  make  estimates  and  judgments  as  to
anticipated  project  scope,  timing and costs to  complete  the  projects.  The
completion of certain development efforts is critical for the Company to perform
on  certain  contracts.   Delays  in  product   implementation  or  new  product
development  at customer  locations  and product  defects or errors could affect
estimates  and  judgments.   Additionally,   we  may   experience   delays  when
implementing our products at customer locations,  and customers may be unable to
implement our products in the time frames and with the functionalities that they
expect or require.  The accuracy of these  estimates and judgments  could affect
the Company's business, operations, cash flows and financial condition.

     Allowance  for  Doubtful  Accounts -  Determination  of our  allowance  for
doubtful accounts requires  significant  estimates.  Financial  instruments that
potentially  subject  the Company to credit risk  consist  principally  of trade
receivables.  The Company  sells its  products  primarily  to FI's in the United
States.  The Company believes that the concentration of credit risk in its trade
receivables  is  substantially   mitigated  by  the  Company's  on-going  credit
evaluation  process  and the  financial  position  of the FI's  that are  highly
regulated. The Company does not generally require collateral from customers. The
Company  establishes  an  allowance  for  doubtful  accounts  based upon factors

<page>

surrounding the credit risk of specific  customers,  historical trends and other
information.  As of March 31, 2004, the Company's top eight customers  comprised
approximately 53% of the net accounts receivable balance.

     A number of factors are considered in establishing the allowance, including
historical collection experience, the macro-economic  environment,  estimates of
forecasted  write-offs,  the aging of the  accounts  receivable  portfolio,  and
others.  If  the  financial  condition  of  our  accounts  receivable  portfolio
deteriorates, additional allowances would be required.

     Valuation  of Goodwill  and  Intangible  Assets - On an annual basis (as of
June  30th),   the  Company  conducts  a  review  of  goodwill  for  impairment.
Additionally,  we review our intangible assets for impairment whenever events or
changes  in  circumstances   indicate  that  the  carrying  amount  may  not  be
recoverable.  The Company  assesses the fair value of its only reporting unit by
considering its projected cash flows, comparable company valuations,  and recent
purchase prices paid for entities within our industry.  Given  consideration  of
these factors, we determine whether the fair value of the reporting unit exceeds
the carrying amount of our net assets.  This review requires the Company to make
estimates  of  projected  cash  flows in order to  determine  if its  assets are
impaired.  We  make  significant  assumptions  and  estimates  in  this  process
regarding  matters  that  are  inherently  uncertain,  such  as  making  revenue
projections,  calculating remaining useful lives and assuming discount rates and
costs of capital.  Reviews for impairment between annual reviews may be required
if events occur or  circumstances  change that would more likely than not reduce
the fair value of the net carrying  amount.  While we believe that our estimates
are reasonable,  different  assumptions  regarding such cash flows (for example,
either  based on  varying  costs of  capital,  changes  in  underlying  economic
assumptions,  or any  resulting  transaction  from the  aforementioned  Wachovia
Securities effort) could materially affect our valuation.

     Depreciation  of  Fixed  Assets  -  The  Company's  business  requires  our
investment in office and computer  equipment to facilitate  certain research and
development  activities  and to support the operations in serving our customers.
We record these assets at cost and  depreciate  the assets over their  estimated
useful lives. We  periodically  reassess the economic life of these elements and
make  adjustments  to  these  useful  lives  using,  among  others,   historical
experience,  capacity  requirements,  and  assessments of new product and market
demands.  When these factors  indicate certain elements may not be useful for as
long as  anticipated,  we depreciate the remaining book value over the remaining
useful life.  Further,  the timing and deployment of any new technologies  could
affect the estimated lives of our assets,  which could have significant  impacts
on results of operations in the future.

     Recent  Accounting  Pronouncements - In May 2003, the Financial  Accounting
Standards  Board ("FASB")  issued  Statement of Financial  Accounting  Standards
("SFAS")  No.  150,   Accounting   for  Certain   Financial   Instruments   with
Characteristics of both Liabilities and Equity ("SFAS 150"), which requires that
an issuer classify  financial  instruments that are within the scope of SFAS 150
as a liability. Under prior guidance, these same instruments would be classified
as equity.  SFAS 150 is effective for all financial  instruments entered into or
modified  after May 31, 2003.  Otherwise,  it is effective on July 1, 2003.  The
adoption of SFAS 150 did not have a material  effect on our financial  position,
results of operations, or cash flows.

     In May 2003,  the FASB issued SFAS No. 149,  Amendment of Statement  133 on
Derivative  Instruments and Hedging  Activities  ("SFAS 149"),  which amends and
clarifies  financial  accounting  and  reporting  for  derivative   instruments,
including   certain   derivative   instruments   embedded  in  other   contracts
(collectively  referred to as derivatives) and for hedging activities under SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities.  SFAS 149
is effective for contracts entered into or modified after June 30, 2003, and for
hedging  relationships  designated after June 30, 2003. The adoption of SFAS 149
did not have a material impact on our financial position, results of operations,
or cash flows.


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

<page>

looking statements that are subject to risks and uncertainties,  including,  but
not limited to, the  uncertainty as to whether the Company will be successful in
consummating  any  financial or strategic  transaction,  our ability to continue
funding operating losses,  our ability to develop,  sell,  deliver and implement
our payment solution  products and services,  some of which are largely unproven
in a production environment,  to financial institution customers, our ability to
manage our 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 maintain  customers  and increase its  recurring  revenues
and/or reduce  operating costs associated with its ASP business in order to make
this operation profitable,  the Company's ability to retain key customers and to
increase revenues from existing customers,  the impact of customers deconverting
from use of our  products  and  services to the use of  competitive  products or
in-house  solutions,  the effect of planned customer  migrations from outsourced
solutions to in-house solutions with a resulting loss of recurring revenue,  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 effect of general economic  conditions on the financial services
industry,  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 third party  relationships  into new business  opportunities in the
electronic bill payment and presentment  ("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, 2003. These risks
could  cause  the  Company's  actual  results  for 2004  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.


ITEM 4.       CONTROLS AND PROCEDURES
-------------------------------------

(a)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     Pursuant to Rule 13a-15(b)  under the Securities  Exchange Act of 1934, the
Company  carried out an  evaluation,  with the  participation  of the  Company's
management,  including the Company's Chief Executive Officer and Chief Financial
Officer,  of  the  effectiveness  of  the  Company's   disclosure  controls  and
procedures (as defined under Rule 13a-15(e) under the Securities Exchange Act of
1934  as of the end of the  period  covered  by this  report.  Based  upon  that
evaluation,  the Company's Chief Executive  Officer and Chief Financial  Officer
concluded that the Company's disclosure controls and procedures are effective in
timely alerting them to material  information relating to the Company (including
its consolidated subsidiaries) required to be included in the Company's periodic
SEC filings.

(b)  CHANGE IN INTERNAL CONTROLS

     There has been no change in the Company's  internal  control over financial
reporting during the quarter ended March 31, 2004 that has materially  affected,
or is reasonably  likely to materially  affect,  the Company's  internal control
over  financial  reporting.


<page>
PART II:      OTHER INFORMATION
-------------------------------
ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------------

(a)  EXHIBITS


     10.5.5  Fourth  Amendment  to  Employment   Agreement  between   InteliData
             Technologies Corporation and Alfred S. Dominick, Jr., dated January
             5, 2004.


     31.1    Certification of Chief Executive Officer pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002.


     31.2    Certification of Chief Financial Officer pursuant to Section 302 of
             the Sarbanes-Oxley Act of 2002.


     32.1    Certification of Chief Executive Officer pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002.

     32.2    Certification of Chief Financial Officer pursuant to Section 906 of
             the Sarbanes-Oxley Act of 2002.


(b)  REPORTS ON FORM 8-K

     The  Company  furnished  a  Current  Report  on Form 8-K  (Item  12) to the
Securities  and  Exchange  Commission  on  February  26,  2004,  to report  that
InteliData issued a press release announcing results of operations and financial
condition  for  the  quarter  ended  December  31,  2003  (not  incorporated  by
reference).

                                   * * * * * *


<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 on May 6, 2004.


                                 INTELIDATA TECHNOLOGIES CORPORATION



                                 By:    /s/ Alfred S. Dominick, Jr.
                                       -----------------------------------------
                                       Alfred S. Dominick, Jr.
                                       Chairman, Chief Executive Officer,
                                       and Acting Chief Financial Officer