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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, 2000           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,
2000 was 38,301,505.



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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, 2000 and December 31, 1999 ..............................3

            Condensed Consolidated Statements of Operations
            Three Months Ended March 31, 2000 and 1999 ........................4

            Condensed Consolidated Statement of Changes in Stockholders' Equity
            Three Months Ended March 31, 2000..................................5

            Condensed Consolidated Statements of Cash Flows
            Three Months Ended March 31, 2000 and 1999.........................6

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

   Item 2.  Management's Discussion and Analysis of Financial Condition
            and Results of Operations .........................................9

   Item 3.  Quantitative and Qualitative Disclosures About Market Risk........13


PART II - OTHER INFORMATION

   Item 6.  Exhibits and Reports on Form 8-K..................................13


SIGNATURE         ............................................................14

<PAGE>

PART I:       FINANCIAL INFORMATION
-----------------------------------
ITEM 1.       FINANCIAL STATEMENTS
----------------------------------
<TABLE>
                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 2000 AND DECEMBER 31, 1999
                  (in thousands, except share data; unaudited)

                                                                                        2000             1999
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>
ASSETS
  CURRENT ASSETS
     Cash and cash equivalents                                                      $     10,695    $      8,496
     Restricted cash                                                                         440              --
     Investments                                                                          35,949              --
     Accounts receivable, net of allowance for doubtful accounts                           2,377           1,924
     Prepaid expenses and other current assets                                               397             138
                                                                                    ------------    ------------
         Total current assets                                                             49,858          10,558

  NONCURRENT ASSETS
     Property and equipment, net                                                             895             548
     Other assets                                                                            195             175
                                                                                    ------------    ------------

TOTAL ASSETS                                                                        $     50,948    $     11,281
                                                                                    ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable                                                               $      2,159    $      2,343
     Accrued expenses and other liabilities                                                2,123           1,166
     Deferred revenues                                                                        --             616
     Net liabilities of discontinued operations                                              949              69
                                                                                    ------------    ------------

TOTAL CURRENT LIABILITIES                                                                  5,231           4,194
                                                                                    ------------    ------------

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 38,983,255 shares in 2000 and 38,691,040 shares in 1999;
        outstanding 38,301,755 shares in 2000 and 38,009,540 shares in 1999                   39              38
     Additional paid-in capital                                                          258,753         258,133
     Treasury stock, at cost                                                              (2,064)         (2,064)
     Deferred compensation                                                                  (255)           (345)
     Unrealized gain on investments, net of taxes                                          2,493              --
     Accumulated deficit                                                                (213,249)       (248,675)
                                                                                    ------------    ------------
TOTAL STOCKHOLDERS' EQUITY                                                                45,717           7,087
                                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     50,948    $     11,281
                                                                                    ============    ============
</TABLE>



    See accompanying notes to condensed consolidated financial statements.

<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                 (in thousands, except per share data; unaudited)


                                                          2000           1999
                                                      -----------    -----------
Revenues
  Software                                            $       436    $      162
  Consulting and services                                   1,094           189
  Leasing and other                                         1,089         1,773
                                                      -----------    -----------
      Total revenues                                        2,619         2,124
                                                      -----------    -----------

Cost of revenues
  Software                                                     --            16
  Consulting and services                                     574            41
  Leasing and other                                           418           380
                                                      -----------    -----------
      Total cost of revenues                                  992           437
                                                      -----------    -----------

      Gross profit                                          1,627         1,687

Operating expenses
  General and administrative                                1,401         1,638
  Selling and marketing                                     1,324           708
  Research and development                                  2,177           905
                                                      -----------    -----------
      Total operating expenses                              4,902         3,251
                                                      -----------    -----------
      Operating loss                                       (3,275)       (1,564)

Realized gains on sale of investment                       39,272            --
Other income                                                  152            43
                                                      -----------    -----------

Income (loss) before income taxes                          36,149        (1,521)
Provision for income taxes                                    723            --
                                                      -----------    -----------

Income (loss) from continuing operations                   35,426        (1,521)
Income (loss) from discontinued operations                     --            --
                                                      -----------    -----------

Net income (loss)                                     $    35,426    $   (1,521)
                                                      ===========    ===========

Earnings per common share
  Income (loss) from continuing operations            $      0.93    $    (0.05)
  Income (loss) from discontinued operations                 0.00          0.00
                                                      -----------    -----------
  Net income (loss)                                   $      0.93    $    (0.05)
                                                      ===========    ===========
Earnings per common share - assuming dilution
  Income (loss) from continuing operations            $      0.86           n/a
  Income (loss) from discontinued operations                 0.00           n/a
                                                      -----------
  Net income (loss)                                   $      0.86           n/a
                                                      ===========

Basic weighted-average shares                              38,147        31,693
                                                      ===========    ===========
Diluted weighted-average shares                            40,955           n/a
                                                      ===========


See accompanying notes to condensed consolidated financial statements.


<PAGE>

<TABLE>

                                              INTELIDATA TECHNOLOGIES CORPORATION
                              CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                               THREE MONTHS ENDED MARCH 31, 2000
                                                   (in thousands; unaudited)





                                          Common stock     Additional           Deferred Unrealized   Accumu-     Compre-
                                      -------------------    Paid-in  Treasury   Compen-   Gain on     lated      hensive
                                        Shares    Amount     Capital   Stock     sation  Investments  Deficit     Income     Total
                                      ---------- --------  ---------- --------- -------- ----------- -----------  -------   --------
<S>                                   <C>        <C>       <C>        <C>       <C>      <C>         <C>         <C>        <C>

Balance at January 1, 2000                38,010 $     38  $  258,133 $ (2,064) $  (345)  $        -  $(248,675)            $  7,087
  Issuance of common stock:
    Exercise of stock options                128        1         425        -        -            -          -                  426
    Employee stock purchase plan              10        -          21        -        -            -          -                   21
    Exercise of stock warrants               154        -         188        -        -            -          -                  188
  Cancellation of restricted stock             -        -         (14)       -       14            -          -                    -
  Compensation expense                         -        -           -        -       76            -          -                   76
  Unrealized gain on investments,
    net of taxes                               -        -           -        -        -        2,493          -     2,493      2,493
  Net income                                   -        -           -        -        -            -     35,426    35,426     35,426
                                                                                                                  -------
  Comprehensive income                                                                                             37,919
                                       --------- --------  ---------- --------- --------  ----------  ----------  =======   --------
Balance at March 31, 2000                 38,302 $     39  $  258,753 $ (2,064) $  (255)  $    2,493  $(213,249)            $ 45,717
                                      ========== ========  ========== ========= ========  ==========  ==========            ========

</TABLE>



 See   accompanying   notes  to  condensed   consolidated  financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                             (in thousands; unaudited)



                                                             2000        1999
                                                           --------    ---------

Cash flows from operating activities
Net income                                                 $ 35,426    $ (1,521)
Adjustments to reconcile net income to net cash used in
operating activities:
  Gain on sale of investment                                (39,272)         --
  Deferred income taxes                                         723          --
  Depreciation and amortization                                  59          76
  Provision for losses on accounts receivable                    --         105
  Deferred compensation expense                                  76         181
  Changes in certain assets and liabilities:
    Accounts receivable                                        (453)        (30)
    Prepaid expenses and other current assets                  (279)         46
    Accounts payable                                           (184)        284
    Accrued expenses                                            183         (72)
    Deferred revenues                                          (616)       (133)
                                                           ---------   ---------
      Net cash used in operating activities                  (4,337)     (1,064)
                                                           ---------   ---------

Cash provided by (used in) operating activities of
  discontinued operations                                       880        (689)
                                                          ----------   ---------

Cash flows from investing activities
  Proceeds from the sale of investment                        5,427          --
  Purchases of property and equipment                          (406)         --
                                                          ----------   ---------
      Net cash provided by investing activities               5,021          --
                                                          ----------   ---------

Cash flows from financing activities
  Proceeds from issuance of common stock                        635          98
                                                          ----------   ---------
      Net cash provided by financing activities                 635          98
                                                          ----------   ---------

      Increase(decrease)in cash and cash equivalents          2,199      (1,655)

Cash and cash equivalents, beginning of period                8,496       8,050
                                                          ----------  ----------

Cash and cash equivalents, end of period                  $  10,695   $   6,395
                                                          ==========  ==========

See accompanying notes to condensed consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                   THREE MONTHS ENDED MARCH 31, 2000 AND 1999
                                   (Unaudited)


(1)      Basis of Presentation

                  The  condensed   consolidated   balance  sheet  of  InteliData
         Technologies  Corporation  ("InteliData"  or "Company") as of March 31,
         2000, and the related condensed consolidated  statements of operations,
         changes in  stockholders'  equity,  and cash flows for the three  month
         periods  ended March 31, 2000 and 1999  presented in this Form 10-Q are
         unaudited. In the opinion of management,  all adjustments necessary for
         a fair  presentation  of such financial  statements have been included.
         Such  adjustments  consist  only of  normal  recurring  items.  Interim
         results  are not  necessarily  indicative  of results  for a full year.
         Certain amounts in the prior periods have been  reclassified to conform
         to the current period presentation.

                  The condensed  consolidated financial statements and notes are
         presented  as  required  by  Form  10-Q,  and  do not  contain  certain
         information   included  in  the  Company's  annual  audited   financial
         statements  and notes.  These  financial  statements  should be read in
         conjunction with the annual audited financial statements of the Company
         and the  notes  thereto,  together  with  management's  discussion  and
         analysis of financial condition and results of operations, contained in
         the Form 10-K for the fiscal year ended December 31, 1999.

(2)      Segment Reporting

                  The Company  maintains  operations  in two  primary  operating
         segments:  Internet Banking and Leasing.  The basis for determining the
         Company's   operating   segments  is  the  manner  in  which  financial
         information  is  used  by the  Company  in its  operations.  Management
         operates  and  organizes  itself  according  to  business  units  which
         comprise unique products and services. Operating (loss) income in these
         two market segments  represents total revenues less operating expenses,
         and  excludes  other  income  and  expense  and income  taxes.  Segment
         financial information is as follows (in thousands):

         ------------------------------ ---------------- ---------  ------------
                                        Internet Banking  Leasing   Consolidated
         ------------------------------ ---------------- ---------  ------------
         2000 First Quarter
             Revenues                   $         1,784  $     835  $     2,619
             Operating (loss) income             (3,692)       417       (3,275)

         1999 First Quarter
             Revenues                   $         1,034  $   1,090  $     2,124
             Operating (loss) income             (2,274)       710       (1,564)
         ------------------------------ ---------------- --------- -------------
<PAGE>

(3)      Sale of Investment in Home Financial Network, Inc.

                  On January 20, 2000,  Home Financial  Network,  Inc.  (HFN), a
         company  in  which  InteliData  held   approximately  a  25%  ownership
         interest,  merged  with  Sybase,  Inc.  InteliData  accounted  for  its
         investment in HFN using the equity method.  As of the merger date, such
         investment's  carrying  value was zero.  In exchange for its portion of
         ownership in HFN, InteliData received approximately  $5,867,000 in cash
         and  approximately   1,770,000  shares  of  Sybase  stock.   InteliData
         recognized  a gain of  approximately  $39,272,000  on this  transaction
         during the first quarter of 2000. An escrow account was  established to
         provide Sybase, Inc. indemnity  protection against possible claims that
         might arise against HFN.  Currently,  approximately  133,000  shares of
         Sybase owned by InteliData remain in escrow,  along with  approximately
         $440,000  of  cash.  These  amounts  reflect  7.5%  of the  transaction
         proceeds  and are payable to the Company on January  20,  2001,  unless
         subject to claims under the escrow provision.

                  The Company considers this investment 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,
         and as such, included within  stockholders' equity as of March 31, 2000
         is $2,493,000 of unrealized gain on investments  (net of taxes),  which
         represents the increase in the fair market value of the Sybase holdings
         from January 20, 2000 to March 31, 2000.

(4)      Discontinued Operations

                  The net liabilities of discontinued  operations as of December
         31, 1999 included a building in New Milford,  Connecticut.  The Company
         received net  proceeds of $988,000 for the sale of the building  during
         January  2000.  Liabilities  remaining in the  discontinued  operations
         include a  reserve  for  potential  environmental  clean-up  at the New
         Milford  location,  costs for legal  shut-down of the former  operating
         subsidiaries,   potential   warranty  costs,   and  further   potential
         settlements with telecom customers and others.

(5)      US West Caller ID Lease Base

                  In January 2000, the Company  received  notification  from its
         billing agent regarding proposed changes to the billing process for the
         US West Caller ID Lease Base. The pending changes,  which could require
         the  Company's  lease  billings to be removed from the US West customer
         bills,  could have a  substantial  effect on the rate of decline of the
         lease base,  the cost of billing,  and the Company's  ability to pursue
         collections.  Any changes in billing procedures could negatively affect
         the Company's  revenue,  cost of sales,  gross margin, and cash flow in
         future periods.

                                   * * * * * *

<PAGE>

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

THREE MONTHS ENDED MARCH 31, 2000 AND 1999

Revenues

         The Company's  first quarter  revenues were $2,619,000 in 2000 compared
to  $2,124,000  in 1999,  an increase of $495,000.  The  increase is  attributed
primarily to an increase in software and related professional services revenues,
offset by the  expected  decrease  in the  billable  Caller  ID  leases  and the
royalties  relating to the Visa  Bill-Pay  System.  During the first  quarter of
2000,   software  revenues   contributed   $436,000,   consulting  and  services
contributed $1,094,000 and other revenues contributed $1,089,000. Other revenues
consisted of $835,000 from leasing activities, and $254,000 from royalties.

         During  the  first  quarter  of  1999,  software  revenues  contributed
$162,000,  consulting  and  services  contributed  $189,000  and other  revenues
contributed  $1,773,000.  Other  revenues  consisted of $1,090,000  from leasing
activities, and $683,000 from royalties relating to the Visa Bill-Pay System.

Cost of Revenues

         The  Company's  first  quarter  cost of revenues  was  $992,000 in 2000
compared  to  $437,000  in 1999,  an  increase  of  $555,000.  The  increase  is
attributed  primarily  to  increased  revenues,  changes  in  product  mix,  and
increased costs related to billings on the Caller ID leasing  activities,  which
earned 50% gross profit  margins in 2000 compared to 65% gross profit margins in
1999.  During the first quarter of 2000,  consulting  and services costs totaled
$574,000  and other cost of revenues  totaled  $418,000.  Other cost of revenues
consisted of expenses associated with leasing activities.

         During the first  quarter of 1999,  software  cost of revenues  totaled
$16,000,  consulting  and  services  costs  totaled  $41,000  and other  cost of
revenues totaled $380,000.

         Overall gross profit margins  decreased to 62% for the first quarter of
2000  from 79% for the first  quarter  of 1999.  The  decrease  in gross  profit
margins was attributed to changes in product mix and  distribution,  competitive
pricing pressure, the introduction of new products and changes in the volume and
terms of leasing activity, as well as the decrease in royalty revenues.

General and Administrative

         General  and  administrative  expenses  were  $1,401,000  for the first
quarter of 2000 as  compared to  $1,638,000  in the first  quarter of 1999.  The
decrease of $237,000 was  primarily  the result of  relocation  expenses for the
Company's  headquarters  that  occurred  in 1999.  The Company  also  controlled
general and  administrative  expenses and continues to assess its
<PAGE>

operations in managing the continued development of infrastructure to handle the
anticipated business levels.

Selling and Marketing

         Selling and marketing  expenses  increased to $1,324,000  for the first
quarter of 2000 from  $708,000  for the same period last year.  The  increase of
$616,000  is  attributed  primarily  to  increases  in the number of selling and
marketing  employees,  travel and professional  services,  advertising and trade
shows. The Company's  emphasis  throughout 2000 will continue to be on marketing
efforts in promoting the Company's brand and products.

Research and Development

         Research and development  costs were $2,177,000 in the first quarter of
2000 as  compared  to  $905,000  for the same  period in 1999.  The  increase of
$1,272,000  was largely  attributable  to  increases  in  employees  and outside
consulting  services.  The Company  incurs  research  and  development  expenses
primarily in writing and  developing  the Interpose  Transaction  Engine for the
Open Financial Exchange ("OFX") standard and building the Interactive  Financial
Exchange ("IFX")-based network electronic bill payment switch.

Realized Gains on Investments

         On January 20, 2000, Home Financial  Network,  Inc. (HFN), a company in
which  InteliData  held  approximately  a 25%  ownership  interest,  merged with
Sybase,  Inc.  InteliData  accounted for its  investment in HFN using the equity
method.  As of the merger date,  such  investment's  carrying value was zero. In
exchange for its portion of ownership in HFN, InteliData received  approximately
$5,867,000  in  cash  and  approximately   1,770,000  shares  of  Sybase  stock.
InteliData  recognized a gain of  approximately  $39,272,000 on this transaction
during the first quarter of 2000. An escrow  account was  established to provide
Sybase,  Inc.  indemnity  protection  against  possible  claims that might arise
against  HFN.  Currently,  approximately  133,000  shares  of  Sybase  owned  by
InteliData remain in escrow,  along with  approximately  $440,000 of cash. These
amounts reflect 7.5% of the transaction  proceeds and are payable to the Company
on January 20, 2001.

         The Company  considers this investment 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,  and as such,
included  within  stockholders'  equity as of March 31,  2000 is  $2,493,000  of
unrealized gain on investments (net of taxes),  which represents the increase in
the fair market value of the Sybase  holdings from January 20, 2000 to March 31,
2000.  Future  disposition  of the Sybase  shares will be  reflected as gains or
losses based on the then market value as the transactions occur.

<PAGE>

Other Income

         Other income,  primarily  interest  income,  was $152,000 for the first
quarter of 2000  compared to $43,000 for the same period in the prior year.  The
increase of $109,000 was due to the increased cash and cash equivalents  balance
for the first quarter of 2000 compared to the first quarter of 1999.

Discontinued Operations

         Discontinued  operations for the Company consist of business activities
of the telecommunications  and interactive services divisions.  During 1998, the
Company  recorded  liabilities  to account for the  operations and activities of
discontinued operations.

         The net liabilities of discontinued  operations as of December 31, 1999
included a building  in New  Milford,  Connecticut.  The  Company  received  net
proceeds  of  $988,000  for  the  sale  of the  building  during  January  2000.
Liabilities  remaining  in the  discontinued  operations  include a reserve  for
potential  environmental  clean-up at the New Milford location,  costs for legal
shut-down of the former operating  subsidiaries,  potential  warranty costs, and
further potential settlements with telecom customers and others.

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

         The basic weighted-average shares increased to 38,147,000 for the first
quarter of 2000  compared  to  31,693,000  for the first  quarter  of 1999.  The
increase  resulted  primarily  from the exercise of stock  options and warrants,
stock  purchases  under the Employee  Stock  Purchase  Plan, and the granting of
certain stock awards during 1999.  Also,  during the third and fourth quarter of
1999, all convertible  preferred stock,  which had been issued in July 1999, was
converted into common stock.

         As a result of the foregoing, basic earnings per common share (EPS) was
$0.93  compared  to a loss of $0.05  for the  first  quarters  of 2000 and 1999,
respectively.

         The earnings per common share assuming dilution (diluted EPS) was $0.86
for the first  quarter of 2000.  Because of losses in the first quarter of 1999,
no potential common shares were dilutive in that period.


LIQUIDITY AND CAPITAL RESOURCES

         During  the  first  quarter  of  2000,  the  Company's  cash  and  cash
equivalents increased by $2,199,000,  resulting from cash proceeds from the sale
of the investment in HFN, the sale of the building in  discontinued  operations,
and the exercises of stock options and warrants.  These  proceeds were offset by
the  financing of current  operations  and working  capital,  as well as capital
expenditures.  At March 31, 2000,  the Company had cash and cash  equivalents of
$10,695,000 and working capital of $44,627,000 with no long-term debt.

<PAGE>

         During the first quarter of 2000, cash used in operating activities was
$4,337,000  compared to $1,064,000  in the same period in 1999.  Cash flows from
operating  activities during the first quarter of 2000 included uses of cash for
certain  fixed  operating  expenses  and  increases in accounts  receivable  and
prepaid expenses.

         Discontinued  operations  provided  net cash of  $880,000  in the first
quarter of 2000  compared to using  $689,000 in the first  quarter of 1999.  The
Company  received net  proceeds of $988,000 for the sale of the building  during
January 2000.  Liabilities  remaining in the discontinued  operations  include a
reserve for potential environmental clean-up at the New Milford location,  costs
for legal shut-down of the former  operating  subsidiaries,  potential  warranty
costs, and further potential settlements with telecom customers and others.

         The  Company's  investing  activities  during the first quarter of 2000
provided net cash of  $5,021,000,  primarily  from the sale of the investment in
HFN,  offset by the purchase of certain  property  and  equipment to support the
increase in employees and infrastructure.

         Financing  activities  provided  $635,000 in the first  quarter of 2000
compared  to $98,000 in the same  period in 1999.  Financing  activities  in the
first  quarter of 2000  consisted  of  proceeds  from the sale of the  Company's
common stock through stock options  exercises,  stock warrant  exercises and the
Employee Stock Purchase Plan.  Financing activities in the first quarter of 1999
consisted of proceeds from the sale of the Company's  common stock through stock
option exercises.


CAUTIONARY STATEMENT FOR PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995

         The  above  information  includes   forward-looking   statements,   the
realization  of which  may be  impacted  by the  factors  discussed  below.  The
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation Reform Act of 1995 (the "Act").  This report
contains forward looking statements that are subject to risks and uncertainties,
including,  but not  limited  to, the impact of  competitive  products,  pricing
pressure,   product  demand  and  market  acceptance  risks,  pace  of  consumer
acceptance of Internet banking, 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 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
growth,  the market value of the  Company's  investment,  product  obsolescence,
ability to reduce product costs,  fluctuations in operating results,  ability to
continue  funding  operating  losses,  delays in  development  of highly complex
products and other risks  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, 1999. These risks
could  cause  the  Company's  actual  results  for 2000  and  beyond

<PAGE>
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.


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.



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


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


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

         None.


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

         None.



<PAGE>



                                                SIGNATURE


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


                                 INTELIDATA TECHNOLOGIES CORPORATION



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