SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 --------------

                                    FORM 10-K

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

For the fiscal year ended:                Commission File Number:
       December 31, 2004                                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) (Zip Code)
                                 (703) 259-3000
              (Registrant's telephone number, including area code)

           Securities registered pursuant to Section 12(b) of the Act:

 Title of Each Class                   Name of Each Exchange on Which Registered
 -------------------                   -----------------------------------------
     None                                                    None

           Securities registered pursuant to Section 12(g) of the Act:
                     Common Stock par value $0.001 per share

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K [ ].

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant on June 30, 2004,  was  approximately  $31,499,000  based on the last
sales price reported that date on the Nasdaq Stock Market of $0.66 per share. In
determining  this figure,  the  Registrant has assumed that all of its directors
and  executive  officers and each person who owns 5% or more of the  outstanding
common  stock  are  affiliates.  Such  assumptions  should  not be  deemed to be
conclusive for any other purpose.


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

The number of shares of the registrant's  Common Stock  outstanding on March 28,
2005 was 51,133,492.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of InteliData  Technologies  Corporation's Proxy Statement for its 2005
Annual  Stockholder  Meeting are incorporated by reference into Part III of this
Report.

<PAGE>

                       INTELIDATA TECHNOLOGIES CORPORATION

                         2004 ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS

                                                                            Page

PART I
------

Item 1.  Business..............................................................3

Item 2.  Properties............................................................8

Item 3.  Legal Proceedings.....................................................9

Item 4.  Submission of Matters to a Vote of Security Holders...................9

PART II
-------

Item 5.  Market for Registrant's Common Equity, Related Stockholder Matters...10


Item 6.  Selected Financial Data..............................................11

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................12

Item 7a. Quantitative and Qualitative Disclosures about Market Risk...........33

Item 8.  Financial Statements and Supplementary Data..........................34

Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.............................................59

Item 9A. Controls and Procedures..............................................59

Item 9B  Other Information....................................................60

PART III
--------

Item 10. Directors and Executive Officers of the Registrant...................60

Item 11. Executive Compensation...............................................61

Item 12. Security Ownership of Certain Beneficial Owners and Management.......61

Item 13. Certain Relationships and Related Transactions.......................61

Item 14. Principal Accounting Fees and Services ..............................61

Item 15. Exhibits and Financial Statement Schedules...........................62

Signatures....................................................................65
<page>

PART I
======

ITEM 1.  BUSINESS
=================

COMPANY OVERVIEW

     InteliData Technologies  Corporation and subsidiaries  ("InteliData" or the
"Company") provides electronic bill payment and presentment  ("EBPP") and online
banking solutions to the financial  services  industry.  The Company's  products
provide financial  institutions ("FI's") with the real-time financial processing
infrastructure  needed to provide their  customers with payment and  presentment
services and online banking via the Internet and other online delivery channels.
The Company markets its products and services to banks, credit unions, brokerage
firms, financial institution processors and credit card issuers.

     InteliData's   product  suite  consists  of  three  complementary   product
offerings:

     Payment and Presentment
     -----------------------
     o    Payment Solutions - providing payment  warehousing,  payment matching,
          biller directory management,  and least cost routing functionality for
          EBPP transactions;

     o    Card  Services - providing  Internet-based  account  activation,  bill
          presentment, balance consolidation, and e-Statement capabilities; and

     Online Banking
     --------------
     o    Online Banking - providing  Internet-based access to real-time account
          information,  as well as interfaces to personal  financial  management
          software such as Intuit's Quicken(R) and Microsoft Money(R).

     The Company has invested in developing  products and capabilities  designed
to  establish  a  leadership  position in the online bill  payment  market.  The
Company believes this market opportunity is significant based on the billions of
recurring bills that consumers and businesses pay each year, primarily via paper
checks.  FI's should be able to realize significant cost and efficiency benefits
from  initiating  these  payments  online and  processing  them  electronically.
Migrating to online electronic payments will require  significant  investment in
online bill payment  infrastructure,  which is where the Company's  products are
focused.

     In January 2001,  InteliData  acquired Home Account Holdings,  Inc. and its
operating subsidiary,  Home Account Network, Inc., by means of the merger of one
of the Company's wholly owned  subsidiaries with and into Home Account Holdings,
with Home Account  Holdings  surviving  the merger.  Home Account  Holdings is a
wholly owned  subsidiary of InteliData.  This acquisition was accounted for as a
purchase.  Through  this  transaction,  InteliData  acquired  the  products  and
customer  base of Home Account  Holdings,  Inc.,  including i) the Card Services
sector,  ii) the Online Banking  platform,  Canopy(TM)  Banking,  for commercial
banks,  and iii) an Open  Financial  Exchange  ("OFX")  solution  that  provides
Payment Solutions capabilities.

     On March 31, 2005,  the Company  entered into a definitive  agreement to be
acquired by  Corillian  Corporation  ("Corillian"),  a publicly  traded  company
(Nasdaq:  CORI) based in Hillsboro,  Oregon, that provides solutions that enable
banks,  brokers,  financial  portals and other  financial  service  providers to
rapidly deploy Internet-based financial services. The purchase consideration for
the Company is  approximately  $19.5 million,  subject to adjustment.  Under the
terms of the agreement,  each  outstanding  share of the Company's  common stock
will be  converted  into the right to receive  0.0954 of a share of  Corillian's
common  stock  and  $0.0832  in  cash  without  interest.  The  closing  of this
transaction  is  subject  to,  among  other  things,  the  effectiveness  of the
registration/proxy  statement  on Form S-4 to be filed with the  Securities  and
Exchange  Commission  and approval of the Company's  stockholders.  As a result,
there can be no assurances that the  acquisition  will be completed or as to the
timing thereof.

     The  Company  was  incorporated  under the laws of the State of Delaware on
August 23, 1996. The Company's  principal executive offices are located at 11600
Sunrise  Valley Drive,  Suite 100,  Reston,  Virginia  20191,  and its telephone
number is (703) 259-3000.

<PAGE>

INDUSTRY BACKGROUND

     The overall market for online banking and bill payment  solutions has grown
and matured considerably over the last few years. As Internet financial services
have become more  mainstream,  FI's have focused less on innovation  and more on
improving   the   infrastructure   that  supports   online   services  -  adding
functionality,  improving  operating  efficiencies,  and  migrating  significant
portions of their online banking and bill payment  operations  in-house.  Within
this overall  market,  the Company's  three product  offerings  serve the online
infrastructure  needs of three  distinct,  but related market  sectors:  Payment
Solutions, Card Services, and Online Banking.

     The market for Payment  Solutions  continues to expand  driven by growth in
consumer adoption. According to Celent Research, 29 percent of all consumer bill
payments in the United States will be paid over the Internet by 2007, up from 13
percent in 2004. This growth in consumer adoption and the associated increase in
processing  costs is causing  many FI's to  re-evaluate  their  approach to bill
payment processing.  Until recently,  most large FI's elected to outsource their
bill  payment  processing  to a  third-party  processor  such  as  CheckFree  or
Metavante.  Increasingly  however,  FI's are migrating  "front end" bill payment
processing  and data  warehousing  to an in-house  platform,  offering  the FI's
greater control,  while also developing "least cost routing" strategies aimed at
reducing overall  processing costs. The Company believes that banks will require
significant  and ongoing  investment in new software and services to achieve the
benefits of in-house warehousing and routing.

     The  market  for  Card  Services  is   relatively   new,  but  has  matured
considerably in recent years.  Most credit card issuers now have  established an
online  solution  that they have either  developed  internally or use through an
outsourced   service   offering.   Issuers  are  now  looking  to  improve  core
functionality,  add  incremental  functionality  such as  e-Statements  and bill
payment,  and  increase  their  subscriber  base.  The Company  expects some new
opportunities  in  this  market  to  upgrade  or  replace  card  issuers'  first
generation  systems,  and also  expects  continued  subscriber  growth  to drive
opportunity for outsourced providers such as InteliData.

     The market for Online Banking has become relatively mature.  Most financial
institutions have deployed 2nd or 3rd generation systems,  and the functionality
supported  has also  matured  considerably.  Large banks have  largely  moved to
in-house  systems  developed  internally  or acquired from a third party vendor,
while smaller financial institutions have established relationships with service
providers  that either  specialize  in online  banking or offer  online  banking
services  as part of a  broader  set of  outsourced  core  processing  services.
Consequently,  most of the activity in this market involves  adding  incremental
functionality.  InteliData  has  developed  and maintains a customer base within
this  market  that  is  significant  to  our  operations.  The  opportunity  for
significant new business in this market has diminished.  Therefore,  the Company
expects to limit its future activities in the Online Banking market to providing
certain enhancements and upgrades for the Company's established customer base.

PRODUCTS AND SERVICES

     InteliData's  suite  of  software  products  and  services  provide  our FI
customers  with the  infrastructure  to implement and support online banking and
bill  payment.  The  Company's  products  and  services  are  designed to enable
consumers  to  transact  with their FI's  electronically  and to assist  FI's in
connecting  to  third-party  processors  to  complete  these  transactions.  The
Company's  product  suite  consists  of three  complementary  product  offerings
serving the core  infrastructure  needs of three  distinct,  but related  market
sectors: Payment Solutions, Card Services, and Online Banking.

     The Company offers its solutions  through several business models. A FI can
i)  directly  license the  software  and  operate it  in-house,  ii) license the
software but have the software  hosted in an  outsourced  environment  (with the
opportunity  to bring the  software  in-house  in the  future),  or iii) use the
software in an outsourced  environment  through an application  service provider
("ASP")  arrangement with  InteliData's  processing  partners.  While InteliData
offered  ASP  solutions  through  Fidelity  Information  Services'  ("Fidelity")
processing  environment,  the  Company's  Hosting  agreement  with Fidelity will
expire in April  2005.  Thereafter,  the  Company  will no longer  offer its ASP
services  in this  environment.  Each of these  models  gives  the  customer  an
opportunity to make decisions based on the customer's  individual  economics and
marketing  strategy.  The Company also offers its customers  software  upgrades,
consulting expertise to assist with implementation,  training and customization,
and maintenance and support services pursuant to contractual agreements that are
typically renewable on an annual basis.

<PAGE>

Payment Solutions
-----------------

     InteliData's  Payment  Solutions have been designed to meet the current and
emerging online bill payment market  opportunities.  These  solutions  include a
broad set of capabilities to support  "pay-anyone"  online bill payment, as well
as an expanding range of online transfers and internal payments.  In contrast to
current third-party  outsourced solutions,  the Company's bill payment solutions
are designed to give the FI more control over the bill payment  warehousing  and
routing  functions,  making  bill  payment  processing  more like other forms of
electronic payment processing (such as ACH and ATM transactions), while reducing
the overall expense of offering bill payment.

     The  Payment  Solutions   consist  of  several   components  to  facilitate
deployment in a variety of operating  environments  and to allow the incremental
deployment of a subset of the overall capabilities.

     Payment  Warehouse  -  The  central  component  of  the  Company's  Payment
Solutions  is the  Payment  Warehouse.  Using the  Payment  Warehouse,  FI's can
capture  and  warehouse  all  customer  payment and payee  information  prior to
processing, giving them control of customer payment data and transaction routing
to various payment processors. This provides the FI greater control over service
quality of the  increasingly  important bill payment  service.  It also provides
FI's greater control of payment  processing costs, which is becoming critical as
FI's  have  recognized  that  "free  billpay"   promotions  drive  customer  and
transaction   volumes.  The  warehouse  also  allows  FI's  to  capture  "on-us"
transactions, which are payments within an FI, and route these internally rather
than through a more costly third-party service.

     Transfer  Warehouse  - The  Transfer  Warehouse  is  designed to extend the
payment  capabilities of the InteliData  Payment  Solution  offering to meet the
growing  need for a broader  range of  online  payment  capabilities.  Expanding
online  payments  beyond basic  electronic  bill payment allows FI's to become a
central "payment hub" for their consumers, with a resulting increase in customer
retention,  cross-selling,  and  fees  for  the  FI's.  By  using  the  Transfer
Warehouse, the FI's can add additional payment capabilities:

     o    Allow loan, credit card, and mortgage customers to make a payment from
          another FI's checking account.
     o    Transfer  funds on a scheduled  and recurring  basis between  multiple
          accounts inside the FI.
     o    Pay internal bills from multiple internal accounts.
     o    Transfer  funds  into  the FI  from  another  deposit  account  (e.g.,
          brokerage  account,  credit  union,  and bank).
     o    Transfer funds to another FI into an account held by the customer.

     Payment  Matching and Routing -  InteliData's  Payment  Decisioning  Engine
permits  FI's to manage and control  "Least Cost  Routing"  of  electronic  bill
payments  to  multiple  remittance   processors,   including   MasterCard  RPPS,
CheckFree, Metavante, Princeton eCom, Online Resources Corporation, and numerous
in-house systems.

     Merchant  Directory  Management  - The  central  feature of the  InteliData
Payment  Decisioning  Engine is the Merchant  Directory.  The Merchant Directory
manages detailed information about merchants from multiple processors, including
information  needed for electronic payment routing.  Directory  Management Tools
automate and support the management of the Merchant Directory and the management
of payee matching and payment routing.

     Web Billpay Interface - InteliData's Web Billpay Interface is a turnkey Web
front-end,  designed to let  consumers  and small  business  users manage online
transactions quickly and easily. This solution includes:

     o    Screens to support payment, funds transfer, and bill presentment.
     o    Flexible payment scheduling,  including single, recurring, and express
          transactions.
     o    Transaction  search  capability,  allowing  searches by date,  status,
          account, merchant, and other options.
     o    A set of branding and  configuration  options for controlling the look
          and feel of the screens.

     OFX Gateway - The OFX Interface provides direct connectivity between the FI
and users of Intuit  Quicken(R) and Microsoft  Money(R) client software  through
the industry  standard  OFX  protocol.  It also  provides  synchronization  with
Quicken(R) or Money(R).

<page>

Card Services
-------------
     InteliData's  Card Services  provide credit  cardissuers with an end-to-end
solution for serving customers via the Internet. The solution, which is marketed
as an  outsourced  solution  to card  issuers,  provides  consumers  with online
account access,  customer self-service,  and bill presentment  capabilities.  By
providing these online services, the credit card issuer benefits through reduced
customer  service  expenditures  and lower billing  costs.  InteliData  offers a
modular  approach for Card  Services,  which enables an issuer to deploy a total
solution  or to augment an existing  online  offering  by  deploying  individual
components  of  the  overall  solution.  Card  Services  offer  several  modular
components:

     Account  Management  Module provides  cardholders the ability to view their
credit card account information,  such as balance,  payment status, next payment
due date, and cycle-to-date transactions. Additional functions allow cardholders
to view previous months' statement  activity and download the data to a Personal
Finance Manager (PFM),  pay their credit card bills,  utilize a secure messaging
process  for  submitting  customer  service  inquiries,  request  a credit  line
increase, and update address and other account information online.

     Acquisition  Module lets card  issuers  enroll and  authorize  new accounts
online. The Acquisition Module supports a wide range of deployment  options.  It
can  perform  fraud  screening,  provide  application  decisioning,  provide  an
applicable response, and book approved applicants.

     Activation Module lets consumers  activate new accounts online.  This helps
issuers reduce costs and provides an opportunity to promote  additional  revenue
generating products and services such as balance transfers.

     Balance Transfer Module gives consumers the ability to transfer credit card
balances  from other credit cards  online.  This module  provides  online credit
approval,  available balance decisioning, and movement of funds. When integrated
with a credit  decision  engine,  this module enables  issuers to utilize a lead
generation  tool that can determine  appropriate  credit  limits and  percentage
rates, and effect balance transfers for new and existing customers.

     e-Statement  Module enables card issuers to realize  savings by suppressing
the printing  and mailing of paper credit card  statements  to  customers.  This
module allows either the cardholder or a customer service representative ("CSR")
to initiate e-Statement  delivery,  and allows the card issuers to eliminate the
paper statement.  A number of Web-based CSR management tools are provided to the
card issuers to help manage the e-Statement process.

Online Banking
--------------

     InteliData's  Online  Banking  solution  provides  FI's a highly  scalable,
end-to-end  solution  for  providing  their  consumers  with  real-time  account
information  online via the Web, Intuit Quicken(R) and Microsoft  Money(R).  The
solution allows consumers access to account  information  online,  including the
ability to review  transaction  history,  initiate funds transfers,  and perform
various account management  functions in real-time.  InteliData's Online Banking
solution,   which  is   licensed  to   financial   institutions   for   in-house
implementation, consists of three complementary components:

     Interpose(R)  Transaction  Engine  - The  Interpose(R)  Transaction  Engine
("ITE")  is the core  processing  component  of the  InteliData  Online  Banking
solution.  It provides  transaction  processing,  logging,  and  warehousing for
online banking  transactions.  ITE provides  real-time  connectivity to the FI's
legacy data,  and is designed to allow  capacity to be added  without  increased
complexity.

     Interpose(R) Web Banking - The  Interpose(R) Web Banking ("IWB")  interface
provides a Web user interface for the InteliData  Online Banking  solution.  IWB
provides a range of Internet-accessible banking capabilities,  including account
access, transfers, payments, and account management. IWB features a turnkey user
interface, but may also be customized to meet an FI's requirements.

     OFX Gateway - The OFX Interface provides direct connectivity between the FI
and users of Intuit  Quicken(R) and Microsoft  Money(R) client software  through
the industry standard Open Financial Exchange ("OFX") protocol. It also provides
synchronization with Quicken(R) or Money(R).

<page>

MARKETING AND DISTRIBUTION

     The Company concentrates its marketing efforts through a direct sales model
targeting FI's in the United States,  including banks, credit unions,  brokerage
firms,  financial  institution  processors and credit card issuers.  The Company
markets its solutions  primarily to large FI's,  generally  those with assets in
excess of $3 billion.  In  addition,  the Company  markets its Card  Services to
credit card issuers through a processing  arrangement with First Data Resources,
a subsidiary  of First Data Corp. In 2004,  the four top  customers  represented
approximately 13.6%, 8.9%, 8.3%, and 7.9% of our revenue, respectively.

     The Company maintains  alliance  relationships  with a number of processing
partners,  including  First Data  Resources  and Fidelity  National  Information
Systems ("Fidelity") for data center operations,  and MasterCard RPPS, Princeton
eCom Corporation,  and Online Resources Corporation for payment processing.  The
Company also maintains a joint marketing and revenue sharing  relationship  with
Fidelity,  although this relationship does not generate  significant revenue for
the Company. The current joint marketing  relationship  concludes in April 2005,
although the companies will continue to operate the  InteliData  software in the
Fidelity data center as an outsourced service for existing and prospective FI's.

COMPETITION

     The Company faces several  different types of  competition.  Some FI's have
elected to develop  internally  their own online banking and payment  solutions,
instead of purchasing  products and services from the Company or other  vendors,
making  internal  development a competitor to the Company.  FI's may also obtain
similar  technology  products  from  other  software  providers,   including  S1
Corporation,  Corillian Corporation,  and Financial Fusion, Inc. FI's may obtain
similar  services on an  outsourced  basis from  CheckFree  Corporation,  Online
Resources Corporation,  Princeton eCom Corporation, Digital Insight Corporation,
and  Metavante   Corporation.   For  Card  Services,   the  Company's  principal
competitors are Incurrent Solutions, Inc. (which was recently acquired by Online
Resources Corporation),  First Data Resources, and internally developed in-house
solutions.

     The  Company  expects  that  competition  in these  areas will  continue to
increase.  Most of our competitors have substantially greater resources than us,
which could impact our ability to compete. Competition will be based upon price,
performance,  product functionality,  customer service, and the effectiveness of
marketing  and sales  efforts.  The Company  competes  in its target  markets by
leveraging its market experience and current customer base to develop innovative
technology solutions and market them effectively.

PRODUCT DEVELOPMENT

     The Company  operates in industries that are evolving and  characterized by
technology  innovation.  In an effort to improve  the  Company's  position  with
respect  to  its  competition,   the  Company  has  continued  its  new  product
development and focused its efforts in the area of product development primarily
for the  Payment  Solutions  market.  In 2004,  2003,  and 2002,  the  Company's
research  and  development   expenditures  were  $4,937,000,   $5,020,000,   and
$8,807,000, respectively. The decreasing costs reflect the completion of certain
core  product   development   initiatives.   At  December  31,  2004  and  2003,
approximately  23  and  27  employees  were  engaged  in  product   development,
respectively.  The  Company's  ability to  attract  and  retain  highly  skilled
research and  development  personnel is  important  to the  Company's  continued
success.

GOVERNMENT REGULATION

     The Company  markets its products and  services to the  financial  services
market and  others,  which is highly  regulated  at both the  federal  and state
levels.  Interpretation,  implementation or revision of banking  regulations can
accelerate or hinder the ultimate success of the Company and its products.

PATENTS, PROPRIETARY RIGHTS AND LICENSES

     The Company  holds limited  registered  intellectual  property  rights with
respect to its products.  The Company  relies on trade secret laws and licensing
agreements  to establish  and maintain its  proprietary  rights to its products.
Although  the  Company  has  obtained  confidentiality  agreements  from its key
executives and engineers in its

<page>

product development group, there can be no assurance that third parties will not
independently  develop  the  same  or  similar  alternative  technology,  obtain
unauthorized  access to the  Company's  proprietary  technology  or  misuse  the
technology to which the Company has granted access.

     The Company does not believe that its products and services infringe on the
rights  of third  parties.  It is  possible  that  third  parties  could  assert
infringement claims against the Company. There can be no assurance that any such
assertion  will not result in costly  litigation or require the Company to cease
using, or obtain a license to use, the intellectual property of such parties.

EMPLOYEES

     At December 31,  2004,  the Company had  approximately  64  employees.  The
Company has no collective bargaining agreements with its employees.

AVAILABLE INFORMATION

     The Company files annual, quarterly, and current reports, proxy statements,
and other  documents  with the Securities  and Exchange  Commission  (the "SEC")
under the  Securities  Exchange  Act. The public may read and copy any materials
that the Company  files with the SEC at the SEC's Public  Reference  Room at 450
Fifth Street, NW,  Washington,  D.C. 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at (800) SEC-0330.
Also,  the SEC maintains an Internet  Website that contains  reports,  proxy and
information statements,  and other information regarding issuers,  including the
Company,  that file electronically with the SEC. The public can obtain documents
that the Company files with the SEC at http://www.sec.gov.

     The Company also makes  available free of charge on or through our Internet
website  (http://www.intelidata.com)  our Annual Report on Form 10-K,  Quarterly
          -------------------------
Reports  on  Form  10-Q,  Current  Reports  on Form  8-K,  and,  if  applicable,
amendments to those reports filed or furnished  pursuant to Section 13(a) of the
Securities  Exchange  Act, as well as Section 16 reports on Forms 3, 4 and 5, as
soon as  reasonably  practicable  after the  Company  electronically  files such
material with, or furnishes it to, the SEC.

ITEM 2.  PROPERTIES
-------------------

     The Company's headquarters are located in Reston, Virginia, where it leases
25,200 square feet of office space;  this lease expires in December 2006. During
2003, the Company ceased using 8,200 square feet of the Reston,  Virginia leased
space and subleased  the office space to a third party.  The Company also leases
8,800 square feet of office  space for its product  development  and  operations
facilities in Toledo,  Ohio;  this lease expires in April 2006. The Company also
leases  9,200  square  feet of office  space  for its  product  development  and
customer service in Omaha, Nebraska; this lease expires in March 2006.

     In  February  2001,  the  facility  in  California,  which  served  as  the
headquarters for the pre-merger Home Account Holdings,  was shut down. In August
2002 the Company  subleased  the 7,200 square feet of space for the remainder of
the lease term, which ended in February 2005. The South Carolina lease for 5,300
square feet of office space, used for product  development and customer service,
will  terminate  in April 2006.  In July 2004,  this  facility  was shutdown and
operations were moved to the Company's office in Reston,  Virginia.  The Company
has engaged a broker to sublease the space.

     All of the  lease and  sublease  arrangements  were made with  unaffiliated
parties.  The Company believes that its leased properties are sufficient for its
current operations and for the foreseeable future.

ITEM 3.  LEGAL PROCEEDINGS
--------------------------

     The Company is not currently a party to any material litigation.  From time
to  time,  the  Company  is a party  to  routine  litigation  incidental  to its
business.  Management  does not believe that the  resolution  of any or all such
routine  litigation  will be likely  to have a  material  adverse  effect on the
Company's financial condition, cash flows, or results of operations.

<PAGE>

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------------------------------------------------------------

         None.

EXECUTIVE OFFICERS OF THE REGISTRANT

     The following table sets forth the names and ages of all executive officers
of the Company and all positions and offices  within the Company  presently held
by such executive officers:

     Name                      Age   Position Held
     ----                      ---   -------------

     Alfred S. Dominick, Jr.   59    Chairman, Chief Executive Officer and
                                     Acting Chief Financial Officer
     Karen Kracher             49    President and Chief Sales and Marketing
                                     Officer
     Monique L. Marcus         48    Vice President, Finance and Treasurer

     Alfred S. Dominick,  Jr. has served as the Chief  Executive  Officer of the
Company since August 1998,  Chairman of the Board of Directors since August 2002
and became the Acting Chief  Financial  Officer in April 2004. Mr.  Dominick was
also the President of the Company from August 1998 to May 2003. Prior to joining
InteliData,  Mr. Dominick  served as President of the Retail  Products  Delivery
Group at M&I Data Services.  Prior to joining M&I Data Services in July 1995, he
was  Executive  Vice  President of Retail  Banking and a member of the Executive
Committee for Boatmen's  Bancshares  Corporation for three years.  Prior to that
Mr.  Dominick was an Executive Vice  President with Bank One Texas,  since 1989.
Prior to his  employment  with Bank One Texas,  Mr.  Dominick  was a Senior Vice
President with Fleet National Bank.

     Karen  Kracher was named  President  of  InteliData  in August 2004 and has
served as the Chief Sales and  Marketing  Officer  since  joining  InteliData in
January  2004.  In her  role as  President,  she  oversees  product  development
efforts,  engineering,  operations,  ASP  initiatives  and customer care for the
InteliData bill pay product offerings. She also is in charge of overall business
planning  and business  development  activities  for  electronic  bill  payment,
Internet Banking,  and operations.  Prior to joining  InteliData,  Ms. Kracher's
breadth of experience in the financial services industry included such positions
as: Corporate Officer for Deluxe  Corporation  (1978-1996),  General Manager for
Travelers  Express (now  MoneyGram)  (1996-1998),  Senior Vice  President of TCF
Financial (1998-1999),  and President of Aveus, Inc. (1999-2001). Ms. Kracher is
also President of a non-profit organization - Young Audiences.

     Monique L. Marcus has served as Vice President, Finance and Treasurer since
joining  InteliData  in  October  2004 and was  appointed  Principal  Accounting
Officer in  November  2004.  Prior to  joining  the  Company,  Ms.  Marcus  held
management  positions in finance and accounting with several  telecommunications
companies,    including:    Vice    President   and   Controller   for   CityNet
Telecommunications, Inc. from June 2000 through October 2004; Vice President and
Controller for eLink Communications, Inc. from October 1999 through August 2000;
and Senior  Director and  Controller for WinStar  Communications,  Inc. from May
1996 through June 1999. Previously she was Controller for Snyder Communications,
Inc., a direct  marketing and direct sales company and she also has held various
financial positions within Caterair  International  Corporation (a spin-off from
Marriott) and Marriott  Corporation.  Ms. Marcus is a C.P.A.  and has four years
experience in Public  Accounting  after  receiving  her B.S. in accounting  from
Georgetown University.

<PAGE>

PART II
=======
ITEM 5.        MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
---------------------------------------------------------------
               STOCKHOLDER MATTERS
               -------------------

     The Company's  common stock was transferred from the Nasdaq National Market
to the Nasdaq SmallCap Market  effective as of the open of business on September
7, 2004,  and is traded  under the symbol  INTD.  The table below sets forth the
high and low  quarterly  sales  prices  for the common  stock of the  Company as
reported in published  financial  sources for each  quarter  during the last two
years:

                                                  High                  Low
                                                -------              --------
         2004     Fourth Quarter                $  0.69              $  0.30
                  Third Quarter                    0.70                 0.29
                  Second Quarter                   1.46                 0.60
                  First Quarter                    2.11                 1.09

         2003     Fourth Quarter                $  2.62              $  1.40
                  Third Quarter                    3.60                 2.15
                  Second Quarter                   3.24                 1.19
                  First Quarter                    1.84                 0.84

     On March 28, 2005, the last reported  sales price for the Company's  common
stock was $0.30.  The number of stockholders of record at March 28, 2005 was 614
and does not include those stockholders who hold shares in street name accounts.

     The Company has never  declared  or paid any cash  dividends  on its common
stock. The Company currently  intends to retain its future earnings,  if any, to
fund the  development  and  growth  of its  business  and,  therefore,  does not
anticipate  paying any cash  dividends  in the  foreseeable  future.  Any future
decision  concerning the payment of dividends on the Company's common stock will
depend  upon  the  results  of  operations,   financial  condition  and  capital
expenditure plans of the Company,  as well as such other factors as the Board of
Directors, in its sole discretion, may consider relevant.

     Information   regarding  securities   authorized  for  issuance  under  the
Company's equity compensation plans as of December 31, 2004 is set forth in Item
12, "Security Ownership of Certain Beneficial Owners and Management."

<PAGE>

ITEM 6.   SELECTED FINANCIAL DATA (in thousands, except per share data)
-----------------------------------------------------------------------

     The following  selected  financial  data are derived from our  consolidated
financial  statements  and have been  restated to reflect  adjustments  that are
further discussed in Note 2(n) to the consolidated financial statements included
in Item 8, Financial  Statements and Supplementary Data of this annual report on
Form 10-K.

<TABLE>
                                                                  Years Ended December 31,
                                              -------------------------------------------------------------------
RESULTS OF OPERATIONS:                          2004           2003           2002          2001(1)          2000
----------------------                        ------------   ---------    ----------    ----------     ----------
<S>                                           <C>             <C>            <C>            <C>             <C>

                                                                        (as restated; see Note 2(n))
                                                             ----------------------------------------------------
Revenues                                      $   13,742     $  20,630    $   21,495    $   18,296     $    4,836
Cost of revenues                                   6,318         7,549         8,474         9,010          2,875
Operating expenses                                14,893        14,774        21,178        39,580         27,676
Goodwill impairment charge                        25,771(3)         --            --            --             --
                                              ----------     ---------    ----------    ----------     ----------

Operating loss                                   (33,240)       (1,693)       (8,157)      (30,294)       (25,715)
Other income (expenses), net                           5            21          (626)          137         49,726(4)
Provision (benefit) for income taxes                  --            --          (137)         (160)           200
                                              ----------     ---------    ----------    ----------     ----------
Income (loss) from continuing operations         (33,235)       (1,672)       (8,646)      (29,997)        23,811
Income (loss) from discontinued operations            --            --            --            --           (262)(2)
                                              ----------     ---------    ----------    ----------     ----------
Net income (loss)                             $  (33,235)    $  (1,672)   $   (8,646)   $  (29,997)    $   23,549
                                              ==========     =========    ==========    ==========     ==========

Basic earnings per common share
  Income (loss) from continuing operations    $    (0.65)    $   (0.03)    $   (0.18)   $    (0.65)    $     0.62
  Income (loss) from discontinued operations          --            --            --            --          (0.01)
                                              ----------     ---------    ----------    ----------     ----------
  Net income (loss)                           $    (0.65)    $   (0.03)    $   (0.18)   $    (0.65)    $     0.61
                                              ==========     =========    ==========    ==========     ==========
Diluted earnings per common share
  Income (loss) from continuing operations    $    (0.65)    $   (0.03)    $   (0.18)   $    (0.65)    $     0.58
  Income (loss) from discontinued operations          --            --            --            --          (0.01)
                                              ----------     ---------    ----------    ----------     ----------
  Net income (loss)                           $    (0.65)    $   (0.03)    $   (0.18)   $    (0.65)    $     0.57
                                              ==========     =========    ==========    ==========     ==========
Weighted-average common shares outstanding
  Basic                                           51,271        50,028        48,869        45,897         38,237
                                              ==========     =========    ==========    ==========     ==========
  Diluted                                         51,271        50,028        48,869        45,897         40,843
                                              ==========     =========    ==========    ==========     ==========

                                                                       December 31,
                                              -------------------------------------------------------------------
FINANCIAL POSITION:                            2004            2003           2002          2001          2000
----------------------                        ----------     ---------    ----------    ----------     ----------
                                                                      (as restated; see Note 2(n))
                                                             ----------------------------------------------------
Cash and cash equivalents                     $    3,223     $   7,603     $   5,674    $   12,026     $   27,255
Total assets                                      10,605(3)     43,869        44,039        57,551         43,278
Long-term debt                                        --            --            --            --             --
Stockholders' equity                               5,695(3)     38,890        36,507        44,660         33,791

</TABLE>


     The tables above set forth  selected  consolidated  financial  data for the
periods or as of the dates indicated and should be read in conjunction  with the
consolidated financial statements, related notes and other financial information
appearing  in this  annual  report on Form 10-K.  Highlighted  below are certain
transactions  and factors that may be  significant  to an  understanding  of the
financial condition and comparability of results of operations.

     (1)  The Company acquired Home Account Holdings, Inc. in January 2001.
     (2)  During the fiscal year ended December 31, 2000,  the leasing  business
          segment was discontinued.
     (3)  During the fiscal year ended December 31, 2004, the Company recorded a
          goodwill  impairment  charge  of  $25,771,000.  See  Note  12  to  the
          consolidated financial statements for additional detail.
     (4)  In January  2000,  Home  Financial  Network,  Inc., a company in which
          InteliData held  approximately a 25% ownership  interest,  merged with
          Sybase, Inc.
<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
----------------------------------------------------------
        CONDITION AND RESULTS OF OPERATIONS
        -----------------------------------

     The  accompanying   Management's   Discussion  and  Analysis  of  Financial
Condition and Results of Operations gives effect to the restatement disclosed in
Note 2(n) to the consolidated financial statements.

Overview

     InteliData Technologies  Corporation and subsidiaries  ("InteliData" or the
"Company") provides electronic bill payment and presentment  ("EBPP") and online
banking solutions to the financial  services  industry.  The Company's  products
provide financial  institutions ("FI's") with the real-time financial processing
infrastructure  needed to provide their  customers with payment and  presentment
services and online banking via the Internet and other online delivery channels.
The Company markets its products and services to banks, credit unions, brokerage
firms, financial institution processors and credit card issuers.

     Products -  InteliData's  product  suite  consists  of three  complementary
product offerings:

     Payment and Presentment
     -----------------------
     o    Payment Solutions - providing payment  warehousing,  payment matching,
          biller directory management,  and least cost routing functionality for
          EBPP transactions;

     o    Card  Services - providing  Internet-based  account  activation,  bill
          presentment, balance consolidation, and e-Statement capabilities; and

     Online Banking
     --------------
      o    Online Banking - providing Internet-based access to real-time account
          information,  as well as interfaces to personal  financial  management
          software such as Intuit's Quicken(R) and Microsoft Money(R).

     The overall market for online banking and bill payment  infrastructure  has
grown  considerably  over the last few  years,  and the  Company  believes  that
significant  growth  opportunities  remain. As Internet  financial services have
become  more  mainstream,  FI's  have  focused  less on  innovation  and more on
broadening  existing  operations  - adding  functionality,  improving  operating
efficiencies,  and migrating  significant  portions of their online  banking and
bill payment  operations  in-house.  Within this market,  the Company's  product
suite  of  three  complementary  product  offerings  serves  the  needs of three
distinct,  but related market sectors:  Payment  Solutions,  Card Services,  and
Online Banking.

     The market for Payment Solutions has been the primary focus of InteliData's
development and marketing efforts during the past three years. The Company views
this as the market  sector  with the  greatest  growth  potential.  The  Company
believes that future growth  opportunities in this market sector are significant
based on FI's increasing recognition of measurable financial benefits related to
the bill payment  customer base,  increasing  consumer  adoption rates,  and the
increasing  competitive  pressure to provide "free bill payment" services to all
consumers.  The  resulting  growth,  both in  number  of  users  and  number  of
transactions,  has caused larger FI's to rethink their  approach to bill payment
processing.  Until  recently,  most large FI's elected to  outsource  their bill
payment  processing to a third-party  processor  such as CheckFree or Metavante.
Increasingly however, FI's are migrating "front end" bill payment processing and
data  warehousing  to an in-house  platform,  offering the FI's greater  control
while also developing "least cost routing"  strategies aimed at reducing overall
processing costs. The Company believes that large banks will require significant
and ongoing  investment in new software and  implementation  services to achieve
the benefits of in-house warehousing and routing.  Consequently,  the Company is
concentrating its efforts on marketing and deploying in-house licensed solutions
and the Company will  conclude its  Joint-Marketing  Agreement  with Fidelity to
market outsourced online payment services. However, the Company will continue to
refer clients  directly to Fidelity for  outsourced  services under the existing
revenue-sharing  relationship.  The Company's greatest challenges in this market
is the speed of bank  decision-making  and  competition  from larger  suppliers,
although the Company  believes that its products have superior  capabilities  in
comparison to the competition.

     The market for Card Services has become relatively  mature  considerably in
recent years.  Most of the Company's current and potential card issuer customers
have  deployed an online  solution  and are now seeking to add

<PAGE>
subscribers  and incremental  functionality.  Consequently,  InteliData  expects
limited growth  opportunities  across this market sector.  Because  InteliData's
Card Services solution is an outsourced service, growth will be driven primarily
by anticipated  subscriber  increases from within the Company's current customer
base.

     The market for Online  Banking is the most mature of the markets  served by
the  Company.  Most  larger  FI's are  deploying  second  and  third  generation
solutions.   The  goal  of  these  initiatives   typically  includes  increasing
processing  capacity and  performance,  adding  incremental  new user  features,
improving overall user experience,  improving  back-office  processes,  reducing
processing   costs,  and  migrating  certain  core  components  from  outsourced
solutions to in-house solutions.  While InteliData has developed and maintains a
customer  base of in-house  licensed  clients  within this market sector that is
significant to our  operations,  the opportunity for significant new business in
this  market is  limited.  Therefore,  the  Company  expects to limit its future
activities in the Online Banking market to providing  certain  enhancements  and
upgrades for the Company's established customer base.

     On March 31, 2005,  the Company  entered into a definitive  agreement to be
acquired by  Corillian  Corporation  ("Corillian"),  a publicly  traded  company
(Nasdaq:  CORI) based in Hillsboro,  Oregon, that provides solutions that enable
banks,  brokers,  financial  portals and other  financial  service  providers to
rapidly deploy Internet-based financial services. The purchase consideration for
the Company is  approximately  $19.5 million,  subject to adjustment.  Under the
terms of the agreement,  each  outstanding  share of the Company's  common stock
will be  converted  into the right to receive  0.0954 of a share of  Corillian's
common  stock  and  $0.0832  in  cash  without  interest.  The  closing  of this
transaction  is  subject  to,  among  other  things,  the  effectiveness  of the
registration/proxy  statement  on Form S-4 to be filed with the  Securities  and
Exchange  Commission  and approval of the Company's  stockholders.  As a result,
there can be no assurances that the  acquisition  will be completed or as to the
timing thereof.

Results of Operations

     The following  represents  the results of operations for  InteliData.  Such
information should be read in conjunction with the financial  statements and the
notes  thereto in Part II, Item 8 of this Annual Report on Form 10-K, as well as
the cautionary statements and risk factors in this section.

     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.

     The  Company's  client  invoicing  and  payment  terms are  negotiated  and
governed  by a  contract,  letter  of intent or  alternative  form of  agreement
between the Company and customer. Client invoicing and payment terms, which vary
by agreement,  are generally in accordance with the following:  Software license
fees are typically  invoiced upon  execution of an agreement  between the client
and the Company, upon delivery of the licensed software,  upon acceptance of the
final  product,  or  some  combination  thereof;  Consulting  service  fees  and
use-based fees are typically invoiced as the services are rendered;  Maintenance
fees are typically  invoiced at the beginning of each maintenance term;  Payment
is due thirty days from the date of invoice with  allowances  for the Company to
impose penalties for late and/or non-payment.

     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.

<PAGE>

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.

     InteliData's  Hosting  agreement  with  Fidelity will expire in April 2005.
During the first  quarter  of 2005,  the  Company  continued  to either  migrate
existing  clients  to  InteliData's  in-house  solution  or  assist  clients  in
migrating  to  another  outsourced  solution.  While the  Company  may  generate
revenues in 2005 from these migration  activities under the Payment Solution and
Online Banking offerings,  InteliData will not earn the ASP revenues through the
Fidelity environment from these clients after the migration. However, InteliData
will continue to generate  revenue  through its  revenue-sharing  agreement with
Fidelity  for the  existing  Fidelity  clients  and newly  referred  clients who
continue to use InteliData's solution as part of Fidelity's offering.

     The following table sets forth the Company's sources of revenue for each of
the three fiscal years ended  December 31, 2004,  2003 and 2002 (in  thousands):

                             2004          2003           2002
                          ---------      --------       --------
 Payment Solutions
   Software license         $    158       $    759       $    771
   Consulting services         1,072          2,192          3,406
   Use-based                   5,147          4,179          3,151
   Maintenance                 1,274            892            796
                            --------       --------       --------
   Subtotal                    7,651          8,022          8,124
                            --------       --------       --------

 Card Services
   Consulting services           229            332            894
   Use-based                   3,920          4,595          3,054
   Other                           -             13              -
                            --------       --------       --------
   Subtotal                    4,149          4,940          3,948
                            --------       --------       --------

 Online Banking
   Software license                -            476            518
   Consulting services           173          1,440          1,485
   Use-based                     990          5,100          6,697
   Maintenance                   779            652            470
   Other                           -              -            253
                            --------       --------       --------
 Subtotal                      1,942          7,668          9,423
                            --------       --------       --------

 Total
   Software license              158          1,235          1,289
   Consulting services         1,474          3,964          5,785
   Use-based                  10,057         13,874         12,902
   Maintenance                 2,053          1,544          1,266
   Other                           -             13            253
                            --------       --------       --------
   Total                    $ 13,742       $ 20,630       $ 21,495
                            ========       ========       ========

<PAGE>

Years Ended December 31, 2004 and 2003

Revenues

     The  Company's  total  revenues  were   $13,742,000  in  2004  compared  to
$20,630,000 in 2003, a decrease of $6,888,000.

     The revenues  from Payment  Solutions  were  $7,651,000 in 2004 compared to
$8,022,000 in 2003, a decrease of $371,000. These revenues include items related
to the Company's billpay warehouse, funds transfer and certain OFX solutions, as
well as the billpay portions of the ASP offerings.  Software licenses  decreased
$601,000 and  consulting  services  decreased  $1,120,000  while  use-based fees
increased $968,000 and maintenance  increased $382,000 year over year.  Software
license fees decreased  because there were fewer software license sales in 2004.
The decrease in  consulting  services 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.  Maintenance
increased due to increases in use-based licenses,  additional fees from sales in
2003 and  increases  on renewed  maintenance  services.  The  Payment  Solutions
revenues  from the Fidelity  ASP  environment  that were  generated in 2004 were
approximately  $2,029,000.  The revenue  stream from the ASP offering will cease
with the  expiration  of our Hosting  agreement  with Fidelity in April 2005. To
replace this source of revenue, the Company expects recurring fees for providing
directory  management  services  to  its  payment  warehouse  clients  on a  per
transaction or monthly subscription fee basis.

     The  revenues  from Card  Services  were  $4,149,000  in 2004  compared  to
$4,940,000  in 2003,  a decrease  of  $791,000.  Consulting  services  decreased
$103,000,  while use-based fees decreased  $675,000 year over year. The decrease
in consulting  services was primarily due to the  completion of projects in 2003
and limited new projects in 2004,  while the decrease in use-based  fees was due
to the  departure of certain  clients  offset by  additional  fees from existing
clients due to additional users and additional transactions.  In September 2004,
the Company  discontinued  providing  services to two clients  that  represented
approximately  $248,000 in monthly recurring revenues.  One of the clients moved
to an in-house solution, while the other opted for another service provider.

     The  revenues  from Online  Banking  were  $1,942,000  in 2004  compared to
$7,668,000  in 2003, a decrease of  $5,726,000.  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.   Software  licenses  decreased  $476,000,  consulting  services
decreased  $1,267,000,  and use-based fees decreased  $4,110,000 year over year.
The decrease was primarily attributable to the decrease in use-based fees. Three
large  customers who were operating in the ASP  environment  during 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  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.  The decrease in consulting
services was primarily  due to the  completion of projects in 2003 and fewer new
projects in 2004.  There were no  software  license  sales in 2004.  Maintenance
increased due to increases in use-based licenses,  additional fees from sales in
2003 and increases on renewed maintenance services.  The Online Banking revenues
from the Fidelity ASP environment that were generated in 2004 were approximately
$489,000.  The  revenue  stream  from  the ASP  offering  will  cease  with  the
expiration of our Hosting agreement with Fidelity in April 2005.

Cost of Revenues and Gross Profit

     The Company's cost of revenues  decreased  $1,231,000 to $6,318,000 in 2004
from  $7,549,000  in 2003.  The decrease was  primarily  due to decreases in ASP
operations costs resulting from a renegotiation  with a continuing  provider and
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  margin  decreased to 54% for 2004 from 63% for 2003.
The decrease in gross profit margin was  attributable  to a greater  decrease in
revenues as compared to the decrease in cost of revenues as discussed above. The
Company anticipates that gross profit margins may fluctuate in the future due to
changes in

<PAGE>

product mix and  distribution,  outsourcing  activities  associated  with an ASP
business  model,  competitive  pricing  pressure,  and 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  commit  the  Company  to
specified  minimum  charges  during  the  terms  of  the  contracts.  Management
continues to assess the potential for new business prospects, the possibility of
reducing the  Company's  costs  through  renegotiation  of existing  agreements,
and/or exiting the ASP business by referring  clients and prospects to a hosting
vendor and providing a license solution and support services.  In June 2004, the
Company  restructured a vendor  agreement and decreased its overall  prospective
ASP operations  costs.  Entering  2005, the projected  revenues are estimated to
exceed projected costs by approximately  $83,000 on a monthly basis based on the
December 2004 results;  this gap will fluctuate  based on monthly  activity.  In
accordance  with  generally  accepted  accounting  principles,  the  Company  is
accounting for the committed contract costs as they are incurred.

     As a result of exploring all options,  the Company has elected to allow its
Fidelity  Hosting  agreement to expire in April 2005;  however,  InteliData will
continue to participate in the Fidelity revenue-sharing  agreement,  which bears
no anticipated direct costs.

General and Administrative

     General and  administrative  expenses  increased  $976,000 to $8,180,000 in
2004 from $7,204,000 in 2003. The increase was  attributable to several factors.
The   Company's   corporate   and   administrative   expenses  were  reduced  by
approximately  $815,000 through  employee-related  actions and decreased benefit
charges,  including the Company's lower loss experience  under its  self-insured
medical  plan.   This   reduction  was  offset  by  bonus  expense  in  2004  of
approximately  $406,000 and there was a reversal in the first quarter of 2003 of
approximately $630,000 in estimated accrued bonuses that were not paid, but were
previously   provided  for  during   2002.   Moreover,   the  Company   incurred
approximately  $1,011,000 of expenses  related to its efforts to comply with the
provisions  of Section  404 of the  Sarbanes-Oxley  Act of 2002  requiring  that
management  perform  an  evaluation  of its  internal  controls  over  financial
reporting and have its independent  auditors attest to such evaluation.  And, in
2003, the Company  benefited from a one-time,  favorable  settlement of $325,000
related to 1996 tax  payments.  Additionally,  during 2003,  the Company  ceased
using one of its leased spaces at its Reston,  Virginia facility and recorded an
expense of $540,000, while it did not have a comparable charge in 2004. Finally,
the  Company  fully  amortized  certain  fixed  assets in 2003 and did not incur
depreciation and amortization expense of approximately  $280,000 on those assets
in 2004.  The Company seeks to  continually  assess its operations to manage its
expenses and infrastructures in light of anticipated business levels.

Selling and Marketing

     Selling and  marketing  expenses  decreased  $774,000 to $1,056,000 in 2004
from  $1,830,000 in 2003. This was primarily  attributable  to  employee-related
actions,  lower  travel  costs and a reduction  in  tradeshow-related  expenses.
Additionally,  the Chief Sales and  Marketing  Officer was promoted to President
during the third  quarter of 2004.  This had the effect of  shifting  costs from
sales  and  marketing  to  general  and  administrative.  The  Company  seeks to
continually assess its operations to manage its expenses and  infrastructures in
light of anticipated business levels.

Research and Development

     Research and development costs decreased $83,000 to $4,937,000 in 2004 from
$5,020,000 in 2003. The Company's  primary research and development  efforts are
in Payment  Solutions.  The  development  efforts  for Online  Banking  and Card
Services  products  will likely be focused  primarily  on product  upgrades  and
product maintenance.

Amortization of Intangible Asset

     Statement of Financial  Accounting  Standards  No. 142,  Goodwill and Other
Intangible  Assets ("SFAS 142"),  requires the Company to not amortize  goodwill
and  indefinite-lived  intangibles  into results of operations,  but instead the
Company would review these assets for impairment,  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

<PAGE>

that would  more  likely  than not  reduce  the fair  value of the net  carrying
amount.  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.

     During 2004, the Company performed the required annual review in accordance
with SFAS 142. 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 its industry.  This review utilized the
same approaches (i.e., discounted cash flow model, guideline company method, and
similar  transactions  method)  and  similar  considerations  as the initial and
previous tests. Given consideration of these factors and the Company's declining
market capitalization, the Company recorded a goodwill impairment charge in 2004
in the amount of $25,771,000.

Other Income

     Other income,  primarily sublease rent receipts,  interest income and other
expenses,  including state and local taxes,  decreased $16,000 to $5,000 in 2004
from $21,000 in 2003.  The decrease is primarily due to the  decreased  interest
income  resulting from lower levels of average cash and cash equivalents in 2004
as compared to 2003.

Income Taxes

     The  provisions  (benefit)  for income  taxes  were $0 for the years  ended
December 31, 2004 and 2003. At December 31, 2004,  the Company had net operating
loss  carryforwards  for  federal  income tax  purposes  of  approximately  $212
million,  which expire in 2008  through  2024,  general  business tax credits of
approximately  $489,000,  which expire in 2005 through 2010,  and an alternative
minimum tax credit carryforward of approximately  $60,000,  which may be carried
forward   indefinitely  and  used  to  offset  future  regular  taxable  income.
Approximately  $45 million of the net  operating  losses  were  incurred by Home
Account  prior to its  acquisition  by the  Company  and are  subject  to annual
limitations  pursuant  to  Internal  Revenue  Code  Section  382 as a result  of
cumulative changes in ownership of more than 50% in 2001. A valuation  allowance
was established for deferred tax assets as of December 31, 2004 and 2003 because
it was deemed, based on available evidence, that it is more likely than not that
all of the deferred tax asset will not be realized.

Discontinued Operations

     Under various  disposal plans adopted in 1997,  1998, and 2000, the Company
completed the divestiture of all of its telecommunications, interactive services
businesses and the Caller ID adjunct leasing activities,  respectively.  In 2004
and 2003, the Company did not have any income statement activity in discontinued
operations.

     As of  December  31, 2004 and 2003,  the net  liabilities  of  discontinued
operations   of   $40,000   and   $134,000,   respectively,    relate   to   the
telecommunications  divisions.  These  liabilities  relate to the  environmental
clean up associated with prior tenants'  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.   In  April  2004,   the  escrow  balance  of
approximately $224,000 was released and paid 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 December 31, 2004 related to this matter
and other costs to be  approximately  $40,000 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
<PAGE>

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.

Income (Loss) from  Continuing  and  Discontinued  Operations,  Weighted-Average
Common Shares Outstanding and Basic and Diluted Earnings (Loss) Per Common Share

     The basic and diluted  weighted-average  common shares  outstanding for the
year ended  December  31, 2004 was  51,271,000,  compared to a basic and diluted
weighted-average  common shares  outstanding  of  50,028,000  for the year ended
December 31, 2003.  The increase  resulted  primarily from the issuance of stock
awards to  employees,  issuance  of stock  pursuant  to the  exercises  of stock
warrants  and stock  options,  and stock  purchases  under  the  Employee  Stock
Purchase  Plan.  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.

     Losses from continuing  operations were  $33,235,000 and $1,672,000 for the
years ended December 31, 2004 and 2003, respectively, while there was no gain or
loss from discontinued  operations in either period. Net losses were $33,235,000
and  $1,672,000 for 2004 and 2003,  respectively.  As a result of the foregoing,
basic and  diluted  net loss per  common  share  was  $0.65  for the year  ended
December  31, 2004  compared to a basic and diluted net loss per common share of
$0.03 for the year ended December 31, 2003.  During 2004, the Company recorded a
non-cash goodwill  impairment charge in the amount of $25,771,000,  or $0.50 per
share, that contributed to the net loss.

Years Ended December 31, 2003 and 2002

Revenues

     The  Company's  total  revenues  were   $20,630,000  in  2003  compared  to
$21,495,000 in 2002, a decrease of $865,000.

     The revenues  from Payment  Solutions  were  $8,022,000 in 2003 compared to
$8,124,000 in 2002, a decrease of $102,000. These revenues include 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 decreased
$1,214,000,  while  use-based  fees  increased  $1,028,000  year over year.  The
decrease in consulting  services was primarily due to the completion of projects
in 2002 that did not  carryover to 2003 and limited new projects in 2003,  while
the increase in use-based fees was due to the growth from existing clients.

     The  revenues  from Card  Services  were  $4,940,000  in 2003  compared  to
$3,948,000  in 2002,  an increase of  $992,000.  Consulting  services  decreased
$562,000, while use-based fees increased $1,541,000 year over year. The decrease
in consulting  services was primarily due to the  completion of projects in 2002
and limited new projects in 2003,  while the increase in use-based  fees was due
to the growth from existing clients.

     The  revenues  from Online  Banking  were  $7,668,000  in 2003  compared to
$9,423,000  in 2002, a decrease of  $1,755,000.  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  $1,597,000
decrease in use-based fees.  Three large customers who were operating in the ASP
environment  during 2002 and a part of 2003 ceased paying  recurring fees during
2003. In one instance,  a bank that used the Company's  online banking  platform
based on older  Home  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.

Cost of Revenues and Gross Profit

     The  Company's  cost of revenues  decreased  $925,000 to $7,549,000 in 2003
from  $8,474,000 in 2002. The decrease was primarily due to decreases in cost of
revenues associated with decreased professional services. The

<PAGE>
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  margin  increased to 63% for 2003 from 61% for 2002.
The increase in gross profit  margin was  attributable  to a decrease in cost of
revenues as discussed above.

     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  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 2004,
the projected costs are estimated to exceed projected  revenues by approximately
$79,000 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.

General and Administrative

     General and administrative  expenses decreased  $1,580,000 to $7,204,000 in
2003 from  $8,784,000 in 2002.  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.  This included the
reversal in the first  quarter of  approximately  $630,000 in estimated  accrued
bonuses that were not paid,  but were  previously  provided for during 2002, and
the Company did not accrue for bonuses in fiscal year 2003 as none will be paid.
Additionally, during the year, the Company ceased using one of its leased spaces
at its  Reston,  Virginia  facility  and  recorded  an expense of  $540,000  and
corresponding  liability  for the  estimated  remaining  lease  payments  net of
estimated  fair value of any  sublease.  This charge was offset by savings  from
telecommunication  expenses  and a one-time,  favorable  settlement  of a matter
related to tax payments made in 1996.

Selling and Marketing

     Selling and marketing expenses  decreased  $1,037,000 to $1,830,000 in 2003
from  $2,867,000 in 2002. This was primarily  attributable  to  employee-related
actions, lower travel costs and a reduction in tradeshow-related expenses.

Research and Development

     Research and development  costs decreased  $3,787,000 to $5,020,000 in 2003
from  $8,807,000  in  2002.  The  decrease  was  primarily  attributable  to the
Company's  reduction of research and  development  expenses  that  resulted from
employee-related actions and reductions in consultant expenses.

Amortization of Intangible Asset

     Statement of Financial  Accounting  Standards  No. 142,  Goodwill and Other
Intangible  Assets ("SFAS 142"),  requires the Company to not amortize  goodwill
and  indefinite-lived  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

<PAGE>
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 December 31, 2003, the Company was
not  aware  of such  events  or  circumstances  that  could  indicate  potential
impairment.

Realized Loss on Sale of Investment

     At December 31, 2001,  the Company owned 640,000  warrant units to purchase
Sybase,  Inc. common stock.  During June 2002, the Company  exercised all of its
640,000  warrants  units and sold the resulting  223,000 shares of Sybase common
stock.  The Company  received  net  proceeds  of  approximately  $1,718,000  and
recognized a realized loss from sale of investment  of  approximately  $748,000.
The Company had no such liquidating events in 2003.

Other Income

     Other income,  primarily sublease rent receipts,  interest income and other
expenses, including state and local taxes, decreased $101,000 to $21,000 in 2003
from  $122,000 in 2002.  The  decrease is primarily  due to  decreased  interest
income  resulting from lower levels of average cash and cash equivalents in 2003
as compared to 2002.

Income Taxes

     The  provisions  (benefit) for income taxes were $0 and  $(137,000) for the
years ended  December 31, 2003 and 2002,  respectively.  The 2002 federal income
tax benefit of $137,000  represents the recovery of alternative minimum tax paid
in a prior year.

Discontinued Operations

     Under various  disposal plans adopted in 1997,  1998, and 2000, the Company
completed the divestiture of all of its telecommunications, interactive services
businesses and the Caller ID adjunct leasing activities,  respectively.  In 2003
and 2002, the Company did not have any income statement activity in discontinued
operations.

Income (Loss) from  Continuing  and  Discontinued  Operations,  Weighted-Average
Common Shares Outstanding and Basic and Diluted Earnings (Loss) Per Common Share

     The basic and diluted  weighted-average  common shares  outstanding for the
year ended  December  31, 2003 was  50,028,000,  compared to a basic and diluted
weighted-average  common shares  outstanding  of  48,869,000  for the year ended
December 31, 2002.  The increase  resulted  primarily from the issuance of stock
awards to  employees,  issuance  of stock  pursuant  to the  exercises  of stock
warrants  and stock  options,  and stock  purchases  under  the  Employee  Stock
Purchase  Plan.  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.

     Losses from  continuing  operations  were $1,672,000 and $8,646,000 for the
years ended December 31, 2003 and 2002, respectively, while there was no gain or
loss from discontinued  operations in either period.  Net losses were $1,672,000
and  $8,646,000 for 2003 and 2002,  respectively.  As a result of the foregoing,
basic and diluted net
<PAGE>

loss per common share was $0.03 for the year ended December 31, 2003 compared to
a basic  and  diluted  net loss per  common  share of $0.18  for the year  ended
December 31, 2002.

Liquidity and Capital Resources

     At  December  31,  2004,  the  Company  had  $3,223,000  in cash  and  cash
equivalents, a decrease of $4,380,000 over the balance at December 31, 2003. Net
cash used in operating  activities  was  $4,385,000  in 2004,  or an increase of
$2,586,000 as compared to the net cash used in 2003.  The primary driver of this
increase in cash usage is the significant decline in revenues of $6,888,000 from
$20,630,000 in 2003 to $13,742,000, which resulted in decreases in cash received
from our clients.  While the costs of revenues and operating expenses (excluding
the goodwill  impairment  charge) decrease year over year, they did not decrease
proportionately to the revenue decline.

     Net cash used in  investing  activities  in 2004 was  $51,000,  which was a
decline of $99,000 from the $150,000  used in 2003.  The Company  incurred  less
expenditures for the purchases of property and equipment in light of the revenue
developments.

     Financing  activities  provided  net cash of $56,000 in 2004 as compared to
the  $3,878,000  of net cash  provided  in  2003.  In July  2003,  institutional
investors who participated in the Company's private placement of common stock in
November and December 2001 exercised all related warrants and the Company issued
1,431,364  shares of its common stock  pursuant to the exercise of warrants,  as
amended.  This  warrant  exercise  resulted  in net  proceeds  of  approximately
$3,133,000.  There was no such  warrant  exercised in 2004.  Further,  while the
Company  generated cash of $817,000 from stock option exercises and the employee
stock purchase plan in 2003, it only generated $58,000 in 2004.

     Capital  Resources - Our financial  statements have been prepared  assuming
that the  Company  will  continue as a going  concern,  which  contemplates  the
realization of assets and the  satisfaction  of liabilities in the normal course
of business. There are factors that raise substantial doubt about our ability to
continue as a going  concern  including  the  Company's  financial  position and
results of operations.  The financial  statements do not include any adjustments
that might result from the outcome of this uncertainty.

     During 2004 and  continuing  into 2005,  the Company  assessed a variety of
strategic alternatives, which were focused on enhancing InteliData's position in
the electronic banking marketplace by exploring strategic opportunities intended
to enhance  stockholder  value.  For  example,  we  actively  pursued  strategic
alternatives  including  the  possibility  of selling  assets,  raising  capital
through private placements,  and merging the Company with another entity.  There
can be no assurance that any transaction will result from these efforts.

     On March 31, 2005,  the Company  entered into a definitive  agreement to be
acquired by  Corillian  Corporation  ("Corillian"),  a publicly  traded  company
(Nasdaq:  CORI) based in Hillsboro,  Oregon, that provides solutions that enable
banks,  brokers,  financial  portals and other  financial  service  providers to
rapidly deploy Internet-based financial services. The purchase consideration for
the Company is  approximately  $19.5 million,  subject to adjustment.  Under the
terms of the agreement,  each  outstanding  share of the Company's  common stock
will be  converted  into the right to receive  0.0954 of a share of  Corillian's
common  stock  and  $0.0832  in  cash  without  interest.  The  closing  of this
transaction  is  subject  to,  among  other  things,  the  effectiveness  of the
registration/proxy  statement  on Form S-4 to be filed with the  Securities  and
Exchange  Commission  and approval of the Company's  stockholders.  As a result,
there can be no assurances that the  acquisition  will be completed or as to the
timing thereof.

     In the  event  our  merger  with  Corillian  is not  successful,  we may be
required to seek  protection  from our creditors,  or we may need to sell assets
and/or raise additional capital through private placements. While we continue to
operate as a going concern,  we have significant  liquidity and capital resource
issues  relative to our ability to generate  cash flows and to raise  additional
capital if needed. We may not be able to generate  sufficient  revenue to become
profitable on a sustained basis, or at all. We have incurred  significant losses
and negative  cash flows from  operations  for several  years and our ability to
raise or generate enough cash to survive may be questionable. We expect that the
operating  cash flow  deficit  will  continue  and absent  further  financing or
significant  improvement  in  sales,  potentially  result  in our  inability  to
continue  operations.  As a result of these and other factors,  our  independent
registered  public  accounting  firm  has  included  in its  report  on the 2004
consolidated financial statements an explanatory paragraph expressing that there
is substantial doubt about our ability to continue as a going concern.
<PAGE>

     If the Corillian  transaction is not successful,  the Company's achievement
of its operating  plan remains  predicated  upon both  existing and  prospective
clients'  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.  Further,  based  on the  Company's  declining  financial
condition,  existing and prospective  clients have expressed  concerns regarding
the risks of acquiring  software and services  from  InteliData.  While some are
satisfied as long as the source code continues to be held in escrow,  others are
employing  a  wait-and-see  approach  to  InteliData's  continuation  as a going
concern.

     The Company  believes the key factors to its  liquidity in 2005 will be its
ability to  successfully  execute on its plans to achieve  sales  levels,  while
operating at reduced operating expense levels.  With projected sales to existing
and  prospective  clients,  management  expects that the Company's cash and cash
equivalents  and projected  funds from  operations  (which are  principally  the
result of sales and  collections of accounts  receivable)  will be sufficient to
meet its  anticipated  cash  requirements  for the  next  several  months.  This
expectation  is based  upon  assumptions  regarding  cash  flows and  results of
operations   over  the  next  several  months  and  is  subject  to  substantial
uncertainty and risks that may be beyond our control. If these assumptions prove
incorrect,  the  duration of the time  period  during  which the  Company  could
continue  operations  could be  materially  shorter.  The  occurrence of adverse
developments  related  to these  risks  and  uncertainties  could  result in the
Company's  incurring  unforeseen  expenses,  being unable to generate  projected
sales,  to  collect  new and  outstanding  accounts  receivable,  or to  control
expected  expenses  and  overhead,  and we would  likely be  unable to  continue
operations.

     In the event of continued future revenue delays,  the Company would seek to
adjust certain  expense  structures to mitigate the potential  impact that these
delays would have on its capital levels. These opportunities  include additional
reductions in general and  administrative  expenditures,  managing  research and
development efforts consistent with existing and prospective client demands, and
the potential of consolidating certain operational activities.  During 2004, the
Company  reduced the full-time  equivalent  personnel by 14 to 72 as of December
31, 2004.  Continuing into 2005,  management  reviewed the operating expenses in
light of our financial  condition and current plan.  Further steps were taken to
control costs and the full-time  equivalent personnel was reduced by 15 to 57 as
of March 28, 2005.

     Additional  capital  resources  might be  generated  from  activities  that
include the  Company's  selling of assets,  issuing  equity  securities  through
private  placements  and/or  merging the Company  with  another  entity.  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.  If we issue additional
equity  securities  to raise funds,  the  ownership  percentage  of our existing
stockholders would be reduced.  New investors may demand rights,  preferences or
privileges  senior to those of existing  holders of common  stock.  If we cannot
raise  any  needed  funds,  we  might  be  forced  to make  further  substantial
reductions in our operating  expenses,  which could adversely affect our ability
to  implement  our current  business  plan and  ultimately  our  viability  as a
company.

     On  September  7, 2004,  InteliData  transferred  the listing of its common
stock from the Nasdaq  National  Market to the Nasdaq SmallCap Market due to our
inability to comply with the minimum  $1.00 bid price  requirement.  The initial
grace period to regain compliance  expired on December 13, 2004. On December 14,
2004,  InteliData  received  a  notice  from  Nasdaq  that it had  not  regained
compliance  with the minimum $1.00 bid price per share  requirement set forth in
Marketplace  Rule  4310(c)(4).  Nasdaq also notified  InteliData  that, since it
meets the other initial inclusion  criteria for the SmallCap Market, it is being
given an  additional  180  calendar  days,  or until  June 13,  2005,  to regain
compliance. If compliance with the criteria cannot be demonstrated by that time,
InteliData's common stock would be delisted from the Nasdaq SmallCap Market. The
possibility of a Nasdaq delisting could make capital-raising,  selling and other
activities more difficult.

     Off-Balance Sheet  Arrangements and Contractual  Obligations - The decision
by the  Company  to divest  itself of its  telecommunications  business  segment
created certain  financial  obligations and  uncertainties  for the future.  The
Company is required to satisfy  certain  obligations  of the  telecommunications
business  that will carry on beyond  December 31, 2004. As of December 31, 2004,
the Company had $40,000 in  remaining  liabilities  related to the  discontinued
operations. During 2000, the Company sold the only remaining asset it had in the
discontinued  operations - the property and the building  located thereon in New
Milford, Connecticut. Liabilities remaining in the

<PAGE>
discontinued  operations  represent the Company's estimated liability related to
the environmental  clean up associated with prior tenants' operations at the New
Milford  location and other costs.  The Company is working with its professional
advisors  and insurer to manage its  exposure  to  liability  for the  potential
environmental  clean up. The Company has hired an environmental  specialist firm
to perform a study of the damages,  to prepare a project  plan, to work with the
state and federal  agencies,  and to remediate the property.  Additionally,  the
Company  has  acquired  insurance  to cap the  potential  costs and  losses at a
reasonable amount.  Such amounts and insurance costs have been accrued for as of
December 31, 2004.  Management believes that the combination of the project plan
and the insurance  arrangements  will cause the resolution of this matter to not
have a material adverse effect on the Company's  financial  condition or results
of operations.

     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  commit  the  Company  to
specified  minimum  charges  during  the  terms  of  the  contracts.  Management
continues to assess the potential for new business prospects, the possibility of
reducing the  Company's  costs  through  renegotiation  of existing  agreements,
and/or exiting the ASP business by referring  clients and prospects to a hosting
vendor and providing a license  solution and support  services.  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.  In June 2004,  the Company  restructured  a vendor  agreement  and
decreased its overall  prospective  ASP  operations  costs.  Entering  2005, the
projected  revenues are  estimated to exceed  projected  costs by  approximately
$83,000 on a monthly  basis based on the December  2004  results;  this gap will
fluctuate  based on monthly  activity.  In accordance  with  generally  accepted
accounting  principles,  the Company is accounting  for the  committed  contract
costs as they are incurred.

     As a result of  exploring  available  options,  the  Company has elected to
allow  its  Fidelity  Hosting  agreement  to  expire  in  April  2005;  however,
InteliData  will  continue  to  participate  in  the  Fidelity   revenue-sharing
agreement, which bears no anticipated direct costs.

     The  Company  leases   facilities  and  equipment   under   cancelable  and
noncancelable  operating lease  agreements.  Future minimum lease payments under
noncancelable  operating  leases  and future  minimum  payments  under  purchase
obligations  for outsourced  services were as follows (in thousands) at December
31, 2004:
<TABLE>

                                                     Payment due by period

----------------------------------------------------------------------------------------------
                                              Less than      1-3          3-5    More than
     Contractual Obligations      Total         1 year      years        years    5 years
<S>                             <C>           <C>        <C>         <C>        <C>

----------------------------------------------------------------------------------------------
Operating Lease Obligations      $   1,984   $    1,145   $   839    $    -     $    -
----------------------------------------------------------------------------------------------
Purchase Obligations                   640          640         -         -          -
----------------------------------------------------------------------------------------------
Total                            $   2,624   $    1,785   $   839    $    -     $    -
----------------------------------------------------------------------------------------------

</Table>

     The future minimum lease  obligations  do not include  $223,000 of expected
receipts from subleases.

     Litigation  - The  Company  is  not  currently  a  party  to  any  material
litigation.  From time to time, the Company may be a party to routine litigation
incidental to its business.  Management  does not believe that the resolution of
any or all of such routine  litigation will be likely to have a material adverse
effect on the Company's financial condition or results of operations.

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.

     Revenue  Recognition - The Company considers its revenue recognition policy
critical  to the  understanding  of  our  business  operations  and  results  of
operations.  The Company  supplies  online banking and bill payment  software to
FI's. The Company's  revenues  associated with integrated  solutions that bundle
software products with

<PAGE>

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 for the  delivered  element where
VSOE of fair value for PCS does exist  (e.g.,  when the Company has  substantive
renewal rates for PCS).  The Company  generally  utilizes the shipping  terms of
F.O.B.  shipping  point.  Depending  on the type of software  and the terms of a
particular  contract,  the  client's  receipt of the software is either based on
F.O.B.  shipping  point or upon  acceptance of the  software,  as defined by the
applicable contract. The warranty provision is generally ninety days from either
FOB shipping date or acceptance of the software.

     The Company enters into multiple element  arrangements.  Elements typically
include software,  consulting,  implementation and PCS. PCS contracts  generally
require  the  Company to  provide  technical  support  and  unspecified  readily
available software updates and upgrades to customers. Revenue for these multiple
element  arrangements  is  recognized  when there is  persuasive  evidence of an
arrangement  and  delivery to the customer  has  occurred,  the fee is fixed and
determinable,  and collectibility is considered  probable.  Advance payments are
recorded as deferred  revenue  until the  products  are  shipped,  services  are
delivered and all obligations are met. Currently, the Company does not have VSOE
of fair value for some of the elements within its multiple element arrangements.
Therefore,  all revenue under such arrangements is being recognized ratably over
the  term  of the PCS  contract.  Revenue  from  transactional  services,  which
includes  hosting  and  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  are  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
surrounding the credit risk of specific  customers,  historical trends and other
information.
<PAGE>
     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.  The
Company  assesses the fair value of its only  reporting unit for the purposes of
testing  goodwill 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.  If the carrying
amount of our reporting unit exceeds its fair value, we compare the implied fair
value of reporting  unit  goodwill  with the carrying  amount of that  goodwill.
Since the carrying  amount of reporting unit goodwill  exceeded the implied fair
value as of June 30, 2004,  we  recognized  a  $25,771,000  goodwill  impairment
charge in the  second  quarter  of 2004.  See below  for a  detailed  discussion
regarding the significant assumptions and estimates employed in this process and
Note  12 to the  Condensed  Consolidated  Financial  Statements  for  additional
details.

     We also review our  amortizing  intangible  asset for  impairment  whenever
events or changes in circumstances  indicate that the carrying amount may not be
recoverable.  Accordingly,  when appropriate, the Company reviews its long-lived
assets (including amortizing intangible assets) for impairment at the enterprise
level  initially  following an  undiscounted  cash flow  approach  following the
guidance in SFAS No. 144. In reviewing  long-lived  assets for  impairment,  the
Company evaluates the probability of certain  reasonably  possible  scenarios as
appropriate,  such as operating as a going concern  and/or selling the business,
so long as the scenarios  were actively  considered by the Company as of the end
of the relevant  period.  If the sum of the  expected  future cash flows is less
than the carrying amount of the asset, the Company would recognize an impairment
loss equal to the  difference  between the fair value and the carrying  value of
the asset.  The fair value would be calculated  following a discounted cash flow
approach.

     These reviews require 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 and cost projections,  calculating  remaining
useful  lives,  assuming  discount  rates and costs of  capital,  among  others.
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 strategic  initiatives)  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  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 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

<PAGE>

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 November 2002, the Emerging  Issues Task Force issued a final  consensus
on Issue No. 00-21,  "Revenue  Arrangements with Multiple  Deliverables"  ("EITF
00-21").  In an  arrangement  with multiple  deliverables,  EITF 00-21  provides
guidance on how the arrangement  consideration  should be measured,  whether the
arrangement  should be divided into  separate  units of  accounting  and how the
arrangement  consideration  should  be  allocated  among the  separate  units of
accounting.  To  the  extent  that  a  multiple-deliverable   arrangement  or  a
deliverable  in a  multiple-deliverable  arrangement  is  within  the  scope  of
higher-level  authoritative literature,  EITF 00-21 does not apply. The guidance
in this Issue is  effective  for  revenue  arrangements  entered  into in fiscal
periods beginning after June 15, 2003. The adoption of EITF 00-21 did not have a
significant effect on our operations, financial position, 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 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 fair value of the remaining  obligation on this lease, net of the
fair value of  sublease  rent,  was  approximately  $540,000.  Accordingly,  the
Company  recorded an expense of $540,000  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 December 31, 2004,
the estimated remaining liability was approximately $264,000.

     In July 2004, the Company  determined that it would be more  cost-effective
to  relocate  its South  Carolina  operations  to its  headquarters  in  Reston,
Virginia, based on the number of remaining employees and the existing operations
at the time. Accordingly, the Company relocated two employees,  designated three
others  as  field  employees  and  ceased  using  its  leased  office  space  in
Charleston,  South Carolina.  The fair value of the remaining obligation on this
lease,  net of the fair  value of  sublease  rent,  was  approximately  $45,000.
Accordingly,  the Company  recorded  an expense of $45,000  and a  corresponding
liability in July. As of December 31, 2004, the Company had not been  successful
in securing a subtenant for this space and the estimated remaining liability was
approximately $33,000.


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

     This Form 10-K filing and the documents  incorporated  by reference  herein
contain  forward-looking  statements  within the  meaning of Section  27A of the
Securities Act of 1933, as amended (the "Securities Act") and Section 21E of the
Securities   Exchange  Act  of  1934,  as  amended  (the  "Exchange  Act"),  the
realization  of which may be  impacted  by the factors  discussed  below.  These
forward-looking  statements  are made pursuant to the safe harbor  provisions of
the Private  Securities  Litigation Reform Act of 1995 (the "Act").  The Company
cautions readers that the following  important  factors,  among others,  in some
cases have affected the Company's actual results,  and could cause the Company's
actual results to differ materially from those expressed in any  forward-looking
statements made by, or on behalf of, the Company.  The following 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.  Additionally,  the  Company  is not  under  any  obligation  (and
expressly  disclaims an  obligation  to) to update or alter its  forward-looking
statements,  whether as a result of new  information  or  otherwise.  We wish to
caution you that such risks and uncertainties include, but are not limited to:

     o    stockholders  of  InteliData  may  fail to  approve  the  merger  with
          Corillian  or other  conditions  to  closing  of the merger may not be
          satisfied;
     o    the operating costs,  customer loss and business disruption  following
          the merger,  including adverse effects on relationship with employees,
          may be greater than expected;
<PAGE>
     o    the  businesses  of  Corillian  and  InteliData  may  not be  combined
          successfully,  or such  combination may take longer to accomplish than
          expected;
     o    our ability to continue funding operating losses;
     o    the impact of  declines in our stock price and our ability to maintain
          minimum listing standards of the NASDAQ stock markets;
     o    different assumptions regarding cash flows (for example,  either based
          on  varying  costs  of  capital,   changes  in   underlying   economic
          assumptions,  or any  resulting  financial or strategic  transactions)
          affecting valuation analyses;
     o    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;
     o    our ability to manage our expenses in line with  anticipated  business
          levels;
     o    our  ability to complete  product  implementations  in  required  time
          frames;
     o    our ability to maintain  customers and increase our recurring revenues
          and/or  reduce  operating  costs  associated  with our ASP business in
          order  to  make  this  operation  profitable  or  the  impact  of  our
          termination of our ASP operations;
     o    our  ability to retain key  customers  and to increase  revenues  from
          existing customers;
     o    the impact of  customers  deconverting  from use of our  products  and
          services to the use of competitive products or in-house solutions;
     o    the effect of planned customer migrations from outsourced solutions to
          in-house solutions with a resulting loss of recurring revenue;
     o    the impact of competitive products,  pricing pressure,  product demand
          and market acceptance risks;
     o    the pace of consumer  acceptance of online banking and reliance on our
          bank clients to increase usage of Internet banking by their customers;
     o    the effect of general  economic  conditions on the financial  services
          industry;
     o    mergers and acquisitions;
     o    the risks of integration of our technology;
     o    the  ability  of   financial   institution   customers   to  implement
          applications  in the  anticipated  time frames or with the anticipated
          features, functionality or benefits;
     o    our  reliance  on  key   strategic   alliances   and  newly   emerging
          technologies;
     o    our  ability  to  leverage  our  third-party  relationships  into  new
          business opportunities;
     o    the on-going  viability of the  mainframe  marketplace  and demand for
          traditional mainframe products;
     o    our ability to attract and retain key employees;
     o    the availability of cash for long-term growth;
     o    product obsolescence;
     o    our ability to reduce product costs;
     o    fluctuations in our operating results;
     o    delays in development of highly complex products;
     o    the  ability  to comply  with,  and incur the costs  related  to,  the
          provisions of Section 404 of the  Sarbanes-Oxley Act of 2002 requiring
          that  management  perform an evaluation of its internal  controls over
          financial  reporting and have its independent  auditors attest to such
          evaluation; and
     o    other  risks  detailed  from  time  to time in our  filings  with  the
          Securities and Exchange Commission.

     In some cases, you can identify forward-looking statements by terms such as
"may,"  "will,"  "should,"  "could,"  "would,"  "expects,"  "intends,"  "plans,"
"anticipates," "believes," "estimates," "projects," "predicts," "potential," and
similar  expressions  intended to  identify  forward-looking  statements.  These
statements reflect our current views with respect to future events and are based
on   assumptions   and   subject  to  risks  and   uncertainties.   Given  these
uncertainties,  you should not place  undue  reliance  on these  forward-looking
statements.  We discuss many of these risks in this prospectus in greater detail
under the heading "Risk Factors." In connection with forward-looking  statements
that appear in these  disclosures,  readers hereby should carefully consider the
factors set forth under "Risk Factors."

<PAGE>

RISK FACTORS


Risk Factors Particular to Our Company


     We may require additional  capital,  which we may not be able to obtain, to
be able to fund  future  operating  losses,  working  capital  needs and capital
expenditures.
     The  continuation,  development,  and growth of our  business  may  require
additional  capital in the future to fund our operating losses,  working capital
needs and capital expenditures. The capital markets are very volatile and we may
not be able  to  obtain  future  equity  or  debt  financing  in the  future  on
satisfactory terms or at all. Our failure to generate sufficient cash flows from
sales of products  and services or to raise  sufficient  funds may require us to
delay or abandon some or all of our development and expansion plans or otherwise
forego  market  opportunities.  Our  inability to obtain  additional  capital on
satisfactory  terms may impact our ability to continue  our  business at current
levels or expand our  business  in the future,  which could cause our  business,
operating results and financial condition to suffer.


     We may  not be  successful  in  consummating  any  financial  or  strategic
transaction.
     We have been  exploring a variety of financial and strategic  alternatives,
which may include the raising of additional  capital,  the sale or merger of the
Company  or the sale of  certain  assets  of the  Company.  The  closing  of the
proposed  merger with  Corillian  is subject to, among other  things,  customary
closing  conditions,  the effectiveness of the  registration/proxy  statement on
Form S-4 to be filed with the Securities and Exchange Commission and stockholder
approval.  As a result,  there can be no assurances that the acquisition will be
completed or as to the timing thereof.  If the proposed merger with Corillian is
not  completed,  whether  due to the  failure of  stockholders  to  approve  the
transaction or to the failure to satisfy  closing  conditions,  we would seek to
sell  some  of our  assets  or  attempt  to  raise  capital.  We  cannot  assure
stockholders  that the assets could be sold at all.  There is no assurance  that
any financial or strategic  alternatives  will be  available,  or, if available,
will be on terms  acceptable  to us or our  stockholders.  If we are  unable  to
identify and consummate a financial or strategic transaction, we may be required
to substantially reduce or cease and windup our operations. As disclosed in this
annual report on Form 10-K, the Company has recurring losses from operations and
is experiencing  difficulty in generating  cash flow.  These  conditions,  among
others,  raise  substantial  doubt  about our  ability  to  continue  as a going
concern.

     The Company's future success is highly dependent on our ability to develop,
sell,  implement and deliver Payment  Solutions  products and services,  some of
which are new and unproven in a financial institution's production environment.
     The Company has invested heavily in its Payment Solutions  products for the
EBPP market and believes  that the success of our  offerings  for this market is
critical to our long-term  success.  Because some of the Company's  products for
this  market are  relatively  new and have not been fully  deployed  either at a
customer's  site  or for a  customer  in an  ASP  environment,  there  can be no
assurance that the products will perform with the capabilities  expected or that
the  products  will  be  competitive  without  further  significant  development
efforts.

     We may not be able to manage our expenses in line with anticipated business
levels.
     We continually seek to control our general and administrative  expenses and
assess our operations in managing the continued development of infrastructure to
handle anticipated business levels. Our inability to control expenses and manage
our  infrastructure  could cause our business,  operating  results and financial
condition to suffer.  The Company has imposed expense  controls in an attempt to
conserve available cash.  However, at our current revenue levels, it is unlikely
that the Company will be able to achieve  profitability through expense controls
alone and expense controls may also impact our ability to increase revenues.


     We may not be able to comply  with,  and incur the costs  related  to,  the
provisions  of Section  404 of the  Sarbanes-Oxley  Act of 2002  requiring  that
management  perform  an  evaluation  of its  internal  controls  over  financial
reporting and have its independent auditors attest to such evaluation.

     As an  issuer  with  a  smaller  market  capitalization,  we  have  limited
financial  staff and resources and are at an inherent  compliance  disadvantage.
The initial cost of compliance has been significantly higher than projected. The
Company may not be able to fund the on-going cost of compliance. Actual costs of
Section 404 of the Sarbanes-
<PAGE>
Oxley Act are not  one-time  events and may be difficult to quantify and predict
and we  anticipate  they will  continue to increase in the near future.  Without
adequate  resources,  the  Company  may not be able to  comply  fully  with  the
Sarbanes-Oxley Act.

     Rapidly changing  technologies could make our products obsolete,  which may
adversely affect our business, operations and financial condition.
     Our business  activities are concentrated in fields  characterized by rapid
and  significant  technological  advances.  It is possible that our products and
services  will not  remain  competitive  technologically  or that our  products,
processes or services will not continue to be reflective of such  advances.  The
following,  among  other  factors,  may  adversely  affect  our  ability  to  be
technologically competitive:

     o    our competitors may develop other  technologies  that could render our
          products and services noncompetitive or obsolete;
     o    we may be unable to locate,  hire and retain  management and other key
          personnel  with the skills and abilities  required to further  advance
          and develop our  software  products  and  services and to maintain our
          technological competitiveness;
     o    we may be unable to  introduce  new  products or product  enhancements
          that achieve timely market acceptance and meet financial institutions'
          or Internet banking or EBPP customers' needs;
     o    we may encounter unanticipated technical,  marketing or other problems
          or delays  relating to new  products,  features  or  services  that we
          recently introduced or that we may introduce in the future;
     o    we may be  unable  to keep  pace  with our  competitors'  spending  on
          research  and  development  of  new  products   because  most  of  our
          competitors  and  potential  competitors  have  significantly  greater
          financial,  technological and research and development  resources than
          we have;
     o    we may be unable to  develop,  produce  and  market  new  products  as
          cheaply  as our  competitors  and we may  not be  able  to  offer  new
          products to customers at a competitive price; and
     o    we may be unable to leverage our relationships with third parties.

     An inability to compete  successfully  in an  increasingly  competitive and
crowded  marketplace  could  adversely  affect  our  business,   operations  and
financial condition.
     The market for Internet banking and other  interactive  financial  products
and  services  is  highly  competitive  and  subject  to  rapid  innovation  and
technological  change,  shifting  consumer  preferences and frequent new product
introductions.  A number of corporations,  including S-1 Corporation,  Corillian
Corporation,  Financial Fusion,  Inc., CheckFree  Corporation,  Online Resources
Corporation,  Digital Insight Corporation,  Metavante Corporation, and Incurrent
Solutions,  Inc.,  most of which have greater  resources than us, offer products
and services that compete  directly with the products and services we offer.  We
expect the number of competitors  in the Internet  banking and EBPP products and
services  industry  to  expand  greatly  as a result  of the  popularity  of the
Internet and widespread  ownership of personal computers.  We foresee our future
competitors as including:

     o    banks  that  have  already  developed  (or plan to  develop)  Internet
          banking  and  EBPP  products  for  their  own   customers,   with  the
          possibility  of offering  the products to other banks and other banks'
          customers;
     o    non-banks that may develop Internet banking and EBPP products to offer
          to banks; and
     o    computer software and data processing  companies that currently offer,
          or will offer  Internet  banking and EBPP services  through the use of
          their broad distribution channels that may be used to bundle competing
          products directly to end-users or purchasers.

     Our operating results fluctuate,  which could have an adverse effect on our
business, operations and financial condition.
     Our quarterly operating results have varied  significantly in the past, and
it is likely that they will vary greatly in the future. Some of the factors that
will likely cause our operating results to fluctuate are:

     o    the size and timing of customer orders;
     o    changes in our pricing policies or those of our competitors;
     o    new product introductions or enhancements by our competitors or by us;
     o    delays in the introduction of new products or product  enhancements by
          our competitors or by us;
     o    customer order  deferrals by our customers in anticipation of upgrades
          and new products;
<PAGE>
     o    the loss of revenue from  customers  either  converting to an in-house
          solution or to a competitor's solution;
     o    the reduction in recurring revenue from a customer  converting from an
          outsourced  solution to an in-house  solution using our products after
          paying a one-time license fee;
     o    the  possibility  of future  losses due to the  decrease in  estimated
          future ASP revenue streams when compared with our current  contractual
          costs for outsourced services in our ASP operations;
     o    market acceptance of new products;
     o    the  timing  and  nature  of  sales,   marketing,   and  research  and
          development expenses by our competitors or by us; and
     o    other  changes in operating  expenses,  personnel  changes and general
          economic conditions.

     Additionally,  certain banks and other financial institutions recently have
combined or are  proposing  to  combine,  and we are unable to assess the future
effect that those combinations and other possible  consolidations in the banking
industry will have upon us. Merger and acquisition activity almost always causes
delays  in  procurement  decisions  by banks  and also  reduces  the  number  of
potential  customers  in our market.  No assurance  can be given that  quarterly
variations  in  our  operating  results  will  not  occur  in  the  future,  and
accordingly,  the  results  of any  one  quarter  may not be  indicative  of the
operating results for future quarters.

     Our stock price  fluctuates  significantly  and could adversely  affect our
business,  operations and financial  condition.
     It is  likely  that  in the  future  our  common  stock  will  continue  to
experience the significant volatility it has experienced in the past. Our common
stock is  currently  traded on the Nasdaq  SmallCap  Market.  The stock  market,
particularly  in  recent  years,  has  experienced   volatility  that  has  been
especially acute with respect to high technology-based  stocks such as ours. The
volatility  of  technology-based  and  development  stage  stocks has often been
unrelated to the  operating  performance  of the  companies  represented  by the
stock.  Factors such as  announcements  of the  introduction  of new products or
services by our competitors or by us, market conditions in the banking and other
emerging  growth company  sectors and rumors  relating to our  competitors or us
have had a  significant  impact on the market  price of our common  stock in the
past.

     The Company's stock could be delisted from Nasdaq SmallCap Market.
     Our stock has  closed at less than  $1.00 per share  since May 2004 and was
transferred to The Nasdaq  SmallCap Market on September 7, 2004. The Company was
provided 180 calendar  days, or until  December 13, 2004,  to regain  compliance
with the $1.00 per share minimum closing bid requirements. The closing bid price
of the common stock did not exceed  $1.00 per share during that 180-day  period,
however, the Company was afforded an additional 180 calendar days, or until June
13, 2005, to regain compliance.  If the Company does not regain  compliance,  it
will not be afforded an  additional  compliance  period  beyond that date on the
SmallCap Market.  If compliance with the Rule cannot be demonstrated by June 13,
2005, the Company's  securities  will be delisted.  The Company has the right to
appeal Nasdaq's determination to a Listing Qualifications Panel.


     We possess limited patent or registered  intellectual  property rights with
respect to our  technology  and any loss or  infringement  of those rights could
cause us to lose a valuable  competitive  advantage or incur  costly  litigation
expenses that adversely affect our business, operations and financial condition.
     We possess limited patent or registered  intellectual  property rights with
respect to our technology.  We depend, in part, upon our proprietary  technology
and know-how to  differentiate  our products from those of our  competitors  and
work  independently and from time to time with third parties with respect to the
design and  engineering  of our own products.  We also rely on a combination  of
contractual  provisions,  trademarks,  and  trade  secret  laws to  protect  our
proprietary technology. There can be no assurance, however, that we will be able
to protect our technology or successfully  develop new technology or gain access
to such  technology,  that third  parties  will not be able to  develop  similar
technology independently or design around our intellectual property rights, that
competitors will not obtain unauthorized  access to our proprietary  technology,
that third parties will not misuse the  technology to which we have granted them
access,  or that our contractual or legal remedies will be sufficient to protect
our  interests  in  our  proprietary  technology.  Enforcing  or  defending  our
intellectual property rights could be very expensive.  If we cannot preserve our
intellectual property rights, we may be at a competitive disadvantage.

<PAGE>
     Claims against us for infringement of another party's intellectual property
rights could cause us to incur costly litigation  expenses or impact our ability
to offer products or services to our market.
     The Internet banking  software and services  industry has become an area of
substantial  litigation  concerning  intellectual  property  rights.  Claims  of
infringement  by third parties could have a  significant  adverse  impact on our
business. The expenses associated with defending claims, even if successful, are
often  significant.  In the event that we were found to infringe a third party's
rights, we would be required to enter into a royalty  arrangement to continue to
offer  the  infringing  products  and  services.  If we were  unable  to  obtain
acceptable  royalty  terms,  we would be  forced  to  discontinue  offering  the
infringing  products  and services or modify the products and services to become
non-infringing.  This  could  result  in the  significant  loss of  revenues  or
considerable additional expense.

     Delays in the development of new products or in the  implementation  of new
or existing products at customer locations and defects or errors in the products
we sell could adversely affect our business, operations and financial condition.
     Software  development for our market is highly  complex.  We may experience
delays in the development of the software and computing  systems  underlying our
products and services.  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. There can be no assurance that, despite our testing, errors will not be
found in the underlying  software,  or that we will not  experience  development
delays,  resulting in delays in the  shipment of our  products,  the  commercial
release of our products or in the market  acceptance  of our  products,  each of
which  could have a material  adverse  effect on our  business,  operations  and
financial condition.


     We are dependent on key personnel,  the loss of whom could adversely affect
our business, operations and financial condition.  Additionally, we will need to
locate,  hire and retain additional  qualified personnel to continue to grow our
business.
     Our  performance  is  substantially  dependent  on the  performance  of our
executive  officers  and key  employees.  We depend on our ability to retain and
motivate high quality personnel,  especially  management and skilled development
teams.  The loss of  services  of any of our  executive  officers  or other  key
employees  could have a material  adverse effect on our business,  operations or
financial condition.

     Our future  success  also  depends on our  continuing  ability to identify,
hire,  train  and  retain  other  highly  qualified   technical  and  managerial
personnel.  Competition  for such  personnel  is  intense,  and  there can be no
assurance  that we will be able to attract,  assimilate  or retain  other highly
qualified  technical and  managerial  personnel in the future.  The inability to
attract and retain the necessary technical and managerial personnel could have a
material adverse effect upon our business, operations or financial condition.


     Certain  provisions of Delaware law, our certificate of  incorporation  and
bylaws make a takeover by a third-party difficult.
     Certain  provisions of Delaware law and of our certificate of incorporation
and bylaws could have the effect of making it more  difficult  for a third party
to acquire, or of discouraging a third party from attempting to acquire, control
of us. These provisions include:

     o    a provision allowing us to issue preferred stock with rights senior to
          those of the common  stock  without any further  vote or action by the
          holders  of common  stock.  The  issuance  of  preferred  stock  could
          decrease the amount of earnings and assets  available for distribution
          to the holders of common  stock or could  adversely  affect the rights
          and  powers,  including  voting  rights,  of the holders of the common
          stock. In certain  circumstances,  such issuance could have the effect
          of decreasing the market price of the common stock;
     o    the  existence  of a stock rights plan that results in the dilution of
          the value of common stock held by a potential acquirer;
     o    the  existence  of a staggered  board of  directors in which there are
          three classes of directors  serving  staggered  three-year  terms, and
          thereby  expanding  the time required to change the  composition  of a
          majority of directors and perhaps  discouraging someone from making an
          acquisition proposal for us;
     o    the bylaws' requirement that stockholders  provide advance notice when
          nominating our directors;
<PAGE>

     o    the  inability  of  stockholders  to convene a  stockholders'  meeting
          without the meeting first being called by the chairman of the board of
          directors  or  the  secretary  at the  request  of a  majority  of the
          directors; and
     o    the  application  of Delaware law  prohibiting us from entering into a
          business  combination  with the beneficial owner of 15% or more of our
          outstanding  voting stock for a period of three years after the 15% or
          greater  owner first  reached  that level of stock  ownership,  unless
          certain criteria are met.

Risk Factors Associated With Our Industry


     Our Payment  Solution  products  and  services  are  targeted  for the EBPP
industry,  which is a  relatively  new and  developing  market,  and our success
depends on the acceptance  and growing use of electronic  bill  presentment  and
payment.
     EBPP continues to be a developing  market.  Our future financial success in
the relatively new EBPP marketplace depends, in part, upon:

     o    consumer acceptance of, and financial  institutions' support for, EBPP
          technologies;
     o    continued growth in personal computer sales and the number of personal
          computers with Internet access and continued reductions in the cost of
          personal computers and Internet access;
     o    the  degree of  financial  institutions'  success  in  marketing  EBPP
          products to their customers at little or no cost to the customer,  and
          the  ability  of  these  institutions  to  implement  applications  in
          anticipated   time   frames   or   with   anticipated   features   and
          functionalities; and
     o    the impact of current and future regulatory  controls and oversight of
          the Internet and electronic commerce.

     Even  if  this  market  experiences  substantial  growth,  there  can be no
assurance that our products and services will be commercially successful or that
we will benefit from such growth. Therefore, there can be no assurance as to the
timing, introduction, or market acceptance of, or necessary regulatory approvals
for, our products and services.


     Concerns related to system security and consumer  protections could prevent
the  widespread  acceptance  of Internet  banking  and EBPP and could  adversely
affect our business, operations and financial condition.
     The  willingness  of consumers and financial  institutions  to use personal
computer and Internet-based  banking,  bill payment and other financial services
will depend, in part, upon the following factors:

     o    our  ability to protect  consumer  information  relating  to  personal
          computer  and  Internet-based  banking  and other  financial  services
          against the risk of fraud, counterfeit and technology failure;
     o    the  frequency of  interruptions,  delays and  cessation in service to
          financial   institutions  and  individuals   resulting  from  computer
          viruses, break-ins or other problems;
     o    the increase in the cost of our services and products,  as well as the
          cost to up-grade  the  services and products to keep pace with rapidly
          changing  computer  and  Internet  technologies,  may be  increased by
          expenditures  of capital and  resources to reduce  security  breaches,
          break-ins and computer viruses;
     o    the erosion of public and  consumer  confidence  in the  security  and
          privacy of Internet banking and EBPP; and
     o    whether financial  institutions are able to offer internal banking and
          EBPP service to their customers at little or no cost.

     The threat of  increased  government  regulation  of the  Internet  and the
continuing legal uncertainty and potential  liabilities  associated with sharing
personal and financial  information on the Internet could  adversely  affect our
business, operations and financial condition.

     Our products rely on the  cost-effectiveness of, and ease of access to, the
Internet.  There are currently few laws or  regulations  directly  applicable to
commerce or other communications on the Internet. However, due to the increasing
popularity and use of the Internet, it is possible that new laws and regulations
may be  adopted  with  respect to the  Internet,  covering  issues  such as user
privacy,  the  collection  or  processing  of  personal  information,  copyright
infringement  and the  pricing,  characteristics  and  quality of  products  and
services.  Consumers'  concerns  relating to privacy,  security  and  increasing
regulation  could hinder the use of the Internet and the growth of our business.
The adoption of restrictive  laws or regulations  may increase the cost of doing
business over the Internet. The application

<PAGE>

to the  Internet  of  existing  laws and  regulations  governing  such issues as
property  ownership and personal privacy is subject to substantial  uncertainty.
Mandatory privacy and security standards and protocols still are being developed
by government agencies, and we may incur significant expenses to comply with any
requirements that are ultimately adopted.  Our financial  institution  customers
require that our products and services will permit them to operate in compliance
with all  applicable  laws and  regulations.  We may  become  subject  to direct
regulation  as the market for our products and services  evolves.  Additionally,
current or new government laws and  regulations,  or the application of existing
laws and  regulations,  may expose us to  significant  liabilities  or otherwise
impair  our  ability to  achieve  our  strategic  objectives  through  increased
operating costs or reduced market acceptance. If Internet use does not grow as a
result of privacy  or  security  concerns,  increasing  regulation  or for other
reasons,  the sale of  Internet  banking and  electronic  bill  presentment  and
payment  products  would be hindered and our business,  operations and financial
condition would be adversely affected.


ITEM 7a.      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.


<PAGE>



ITEM 8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
-----------------------------------------------------


                 INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS


                                                                            Page
                                                                            ----
Consolidated Financial Statements

  Consolidated Balance Sheets as of December 31, 2004 and 2003, as restated...35

  Consolidated Statements of Operations for the Years Ended
    December 31, 2004, 2003, and 2002, as restated............................36

  Consolidated Statements of Changes in Stockholders' Equity for the Years Ended
    December 31, 2004, 2003, and 2002, as restated............................37

  Consolidated Statements of Cash Flows for the Years Ended
    December 31, 2004, 2003, and 2002, as restated............................38

  Notes to the Consolidated Financial Statements for the Years Ended
    December 31, 2004, 2003, and 2002, as restated............................39


Report of Independent Registered Public Accounting Firm.......................58



<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2004 AND 2003
                        (in thousands, except share data)

<TABLE>

                                                                                        2004            2003
                                                                                    ------------    ------------
<S>                                                                                <C>             <C>
                                                                                                     (as restated)
                                                                                                    (see Note 2(n))
ASSETS
  CURRENT ASSETS
     Cash and cash equivalents                                                      $      3,223    $      7,603
     Accounts receivable, net                                                              1,437           2,890
     Other receivables                                                                        16             180
     Prepaid expenses and other current assets                                               545             625
                                                                                    ------------    ------------
         Total current assets                                                              5,221          11,298

  NONCURRENT ASSETS
     Property and equipment, net                                                             833           1,529
     Goodwill                                                                                 --          25,771
     Intangible asset, net                                                                 4,340           5,060
     Other assets                                                                            211             211
                                                                                    ------------    ------------

TOTAL ASSETS                                                                        $     10,605    $     43,869
                                                                                    ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable                                                               $      1,003    $      1,517
     Accrued expenses                                                                      2,223           1,635
     Deferred revenues                                                                     1,269           1,051
     Liabilities of discontinued operations                                                   40              59
                                                                                    ------------    ------------
TOTAL CURRENT LIABILITIES                                                                  4,535           4,262
     Accrued expenses                                                                        225             342
     Deferred revenues                                                                       150             300
     Liabilities of discontinued operations                                                   --              75
                                                                                    ------------    ------------
TOTAL LIABILITIES                                                                          4,910           4,979
                                                                                    ------------    ------------

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 52,169,000 shares in 2004 and 52,065,000 shares in 2003;
        outstanding 51,134,000 shares in 2004 and 51,231,000 shares in 2003                   52              52
     Additional paid-in capital                                                          307,020         306,963
     Treasury stock, at cost:  1,035,000 shares in 2004 and 834,000 shares in 2003        (2,648)         (2,546)
     Deferred compensation                                                                   (23)           (108)
     Accumulated deficit                                                                (298,706)       (265,471)
                                                                                    ------------    ------------
TOTAL STOCKHOLDERS' EQUITY                                                                 5,695          38,890
                                                                                    ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     10,605    $     43,869
                                                                                    ============    ============

</TABLE>

        See accompanying notes to the consolidated financial statements.

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
                      (in thousands, except per share data)


<TABLE>
                                                                              2004             2003              2002
                                                                           ---------         --------         ---------
<S>                                                                        <C>              <C>                 <C>

                                                                                            (as restated)      (as restated)
                                                                                           (see Note 2(n))    (see Note 2(n))
Revenues
     Software license                                                      $     158         $  1,235         $   1,289
     Consulting services                                                       1,474            3,964             5,785
     Use-based                                                                10,057           13,874            12,902
     Maintenance                                                               2,053            1,544             1,266
     Other                                                                        --               13               253
                                                                           ---------         --------         ---------
         Total revenues                                                       13,742           20,630            21,495
                                                                           ---------         --------         ---------

Cost of revenues
     Consulting services, recurring and termination fees                       6,318            7,549             8,474
                                                                           ---------         --------         ---------
         Total cost of revenues                                                6,318            7,549             8,474
                                                                           ---------         --------         ---------

Gross profit                                                                   7,424           13,081            13,021

Operating expenses
     General and administrative                                                8,180            7,204             8,784
     Selling and marketing                                                     1,056            1,830             2,867
     Research and development                                                  4,937            5,020             8,807
     Amortization of intangible asset                                            720              720               720
     Goodwill impairment charge                                               25,771               --                --
                                                                           ---------         --------         ---------
         Total operating expenses                                             40,664           14,774            21,178
                                                                           ---------         --------         ---------

Operating loss                                                               (33,240)          (1,693)           (8,157)
Realized loss on sale of investment                                               --               --              (748)
Other income (expenses), net                                                       5               21               122
                                                                           ---------         --------         ---------

Loss before income taxes                                                     (33,235)          (1,672)           (8,783)
Benefit for income taxes                                                          --               --              (137)
                                                                           ---------         --------         ---------

Net loss                                                                   $ (33,235)        $ (1,672)        $  (8,646)
                                                                           ==========        ========         =========

Basic and diluted earnings (loss) per common share                         $   (0.65)        $  (0.03)        $   (0.18)
                                                                           ==========        ========         =========

Basic and diluted weighted-average common shares outstanding                  51,271           50,028            48,869
                                                                           ==========        ========         =========
</TABLE>

        See accompanying notes to the consolidated financial statements.


<PAGE>




                       INTELIDATA TECHNOLOGIES CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 2004, 2003, AND 2002
                                 (in thousands)
<TABLE>


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

Balance at January 1, 2002,
   (as previously reported)                  --      $   --      49,725    $    50    $ 303,141     $  (2,473)    $  (1,395)
Adjustment (see Note 2(n))                   --          --          --         --           --            --           280
                                             ------  ------      ------     ------    ---------     ---------     ------------
Balance at January 1, 2002,
   (as restated; see Note 2(n))              --      $   --      49,725    $    50    $ 303,141     $  (2,473)    $  (1,115)
   Issuance of common stock:
     Exercise of stock options               --          --          11         --           15            --            --
     Employee stock purchase plan            --          --          30         --           30            --            --
   Issuance of restricted stock              --          --         139         --          247            --          (247)
   Cancellation of restricted stock          --          --        (108)        --         (406)           --           406
   2000 Home Account Incentive Plan          --          --          --         --         (194)           --           194
   Realized gains on investments sold        --          --          --         --           --            --            --
   Amortization of deferred compensation
     (as restated; see Note 2(n))            --          --          --         --           --            --           658
   Net loss (as restated; see Note 2(n))     --          --          --         --           --            --            --
   Comprehensive loss
     (as restated; see Note 2(n))
                                             ------  ------      ------     ------    ---------     ---------     ------------
Balance at December 31, 2002,
   (as restated; see Note 2(n))              --      $   --      49,797    $    50    $ 302,833     $  (2,473)    $    (104)
                                             ------  ------      ------     ------    ---------     ---------     ------------
   Issuance of common stock:
     Exercise of stock options               --          --         669          1          802            --            --
     Employee stock purchase plan            --          --          16         --           15            --            --
     Exercise of stock warrants              --          --       1,454          1        3,132            --            --
   Issuance of restricted stock              --          --         155         --          226            --          (226)
   Cancellation of restricted stock          --          --         (26)        --          (45)           --            45
   Purchase of treasury stock, at cost       --          --          --         --           --           (73)           --
   Amortization of deferred compensation
     (as restated; see Note 2(n))            --          --          --         --           --            --           177
   Net loss (as restated; see Note 2(n))     --          --          --         --           --            --            --
   Comprehensive loss
     (as restated; see Note 2(n))
                                             ------  ------      ------     ------    ---------     ---------     ------------
Balance at December 31, 2003,
   (as restated; see Note 2(n))              --      $   --       52,065    $   52    $ 306,963     $  (2,546)    $    (108)
   Issuance of common stock:
     Exercise of stock options               --          --           56        --           42            --            --
     Employee stock purchase plan            --          --           28        --           16            --            --
   Issuance of restricted stock              --          --           95        --           99            --           (99)
   Cancellation of restricted stock          --          --          (75)       --         (100)           --           100
   Purchase or receipt of
     treasury stock, at cost                 --          --           --        --           --          (102)           --
     Amortization of deferred compensation   --          --           --        --           --            --            84
   Net loss                                  --          --           --        --           --            --            --
Comprehensive loss
                                             ------  ------      ------     ------    ---------     ---------     ------------
Balance at December 31, 2004                 --      $   --       52,169    $   52    $ 307,020     $  (2,648)    $     (23)
                                             ------  ------      ------     ------    ---------     ---------     ------------



                                                Accumulated
                                                  Other
                                              Comprehensive   Accumulated  Comprehensive
                                              Income (Loss)     Deficit        Loss         Total
                                              -------------     -------      --------     -------


Balance at January 1, 2002,
   (as previously reported)                    $    210       $(255,058)                  $ 44,475
   Adjustment (see Note 2(n))                        --             (95)                       185
                                              -------------     -------      --------     --------
Balance at January 1, 2002,
   (as restated; see Note 2(n))                $    210       $(255,153)                  $ 44,660
   Issuance of common stock:
     Exercise of stock options                       --              --                         15
     Employee stock purchase plan                    --              --                         30
   Issuance of restricted stock                      --              --                         --
   Cancellation of restricted stock                  --              --                         --
   2000 Home Account Incentive Plan                  --              --                         --
   Realized gains on investments sold              (210)             --      $   (210)        (210)
   Amortization of deferred compensation
     (as restated; see Note 2(n))                    --              --                        658
   Net loss (as restated; see Note 2(n))             --          (8,646)       (8,646)      (8,646)
   Comprehensive loss
     (as restated; see Note 2(n))                                            $ (8,856)
                                              -------------     -------      --------     ---------
Balance at December 31, 2002,
   (as restated; see Note 2(n))                $     --       $(263,799)                  $ 36,507
                                              -------------     -------      --------     ---------
   Issuance of common stock:
     Exercise of stock options                       --              --                        803
     Employee stock purchase plan                    --              --                         15
     Exercise of stock warrants                      --              --                      3,133
   Issuance of restricted stock                      --              --                         --
   Cancellation of restricted stock                  --              --                         --
   Purchase of treasury stock, at cost               --              --                        (73)
   Amortization of deferred compensation
     (as restated; see Note 2(n))                    --              --                        177
   Net loss (as restated; see Note 2(n))             --          (1,672)     $ (1,672)      (1,672)
   Comprehensive loss
     (as restated; see Note 2(n))                                            $ (1,672)
                                              -------------     -------      --------     --------
Balance at December 31, 2003,
   (as restated; see Note 2(n))                $     --       $(265,471)                  $ 38,890
   Issuance of common stock:
     Exercise of stock options                       --              --                         42
     Employee stock purchase plan                    --              --                         16
   Issuance of restricted stock                      --              --                         --
   Cancellation of restricted stock                  --              --                         --
   Purchase or receipt of
     treasury stock, at cost                         --              --                       (102)
     Amortization of deferred compensation           --              --                         84
   Net loss                                          --         (33,235)     $(33,235)     (33,235)
Comprehensive loss                                                           $(33,235)
                                              -------------     -------      --------     --------
Balance at December 31, 2004                   $     --      $ (298,706)                  $  5,695
                                              -------------     -------      --------     --------

</TABLE>

        See accompanying notes to the consolidated financial statements.


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 2004, 2003, AND 2002
                                 (in thousands)

<TABLE>


                                                                          2004             2003              2002
                                                                      -----------      ------------      -----------
<S>                                                                   <C>               <C>                <C>

                                                                                      (as restated)      (as restated)
                                                                                     (see Note 2(n))    (see Note 2(n))
Cash flows from operating activities
     Net loss                                                         $  (33,235)       $   (1,672)      $   (8,646)
     Adjustments to reconcile net loss
     to net cash used in operating activities of continuing operations:
      Realized loss on sales of investments                                   --                --              748
      Goodwill impairment charge                                          25,771                --               --
      Amortization of intangible asset                                       720               720              720
      Depreciation and amortization                                          739             1,037            1,532
      Deferred compensation expense                                           84               177              658
      Net loss on disposal of property and equipment                           8               138               23
      Changes in operating assets and liabilities:
        Accounts receivable                                                1,453                84            2,018
        Prepaid expenses and other current assets                            144               270               31
        Accounts payable                                                    (514)             (564)          (1,215)
        Accrued expenses and accrued rent                                    471            (1,550)          (2,051)
        Deferred revenue                                                      68              (322)          (1,491)
                                                                      -----------      ------------      -----------
         Net cash used in operating activities of
         continuing operations                                            (4,291)           (1,682)          (7,673)

     Cash released from escrow account                                       224                --               --
     Payments of liabilities of discontinued operations                     (318)             (117)            (253)
                                                                      -----------      ------------      -----------
         Net cash used in discontinued operations                            (94)             (117)            (253)
                                                                      -----------      ------------      -----------

          Net cash used in operating activities                           (4,385)           (1,799)          (7,926)

Cash flows from investing activities
     Proceeds from sales of investments                                       --                --            1,968
     Purchases of property and equipment                                     (51)             (150)            (389)
     Payments on acquisition related costs                                    --                --              (50)
                                                                      -----------      ------------      -----------
         Net cash (used in) provided by investing activities                 (51)             (150)           1,529
                                                                      -----------      ------------      -----------

Cash flows from financing activities
     Proceeds from the issuance of common stock                               58             3,951               45
     Payments to acquire treasury stock                                       (2)              (73)              --
Net cash provided by financing activities                                     56             3,878               45
                                                                      -----------      ------------      -----------

(Decrease) increase in cash and cash equivalents                          (4,380)            1,929           (6,352)
Cash and cash equivalents, beginning of year                               7,603             5,674           12,026
                                                                      -----------      ------------      -----------
Cash and cash equivalents, end of year                                $    3,223        $    7,603       $    5,674
                                                                      ===========      ============      ===========
</TABLE>


        See accompanying notes to the consolidated financial statements.


<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           YEARS ENDED DECEMBER 31, 2004, 2003, AND 2002 (AS RESTATED)


(1)      ORGANIZATION

     InteliData Technologies  Corporation and subsidiaries  ("InteliData" or the
"Company") provides electronic bill payment and presentment  ("EBPP") and online
banking solutions to the financial  services  industry.  The Company's  products
provide financial  institutions ("FI's") with the real-time financial processing
infrastructure  needed to provide their  customers with payment and  presentment
services and online banking via the Internet and other online delivery channels.
The Company markets its products and services to banks, credit unions, brokerage
firms, financial institution processors and credit card issuers.

     InteliData's   product  suite  consists  of  three  complementary   product
offerings:

         Payment and Presentment
         -----------------------
          o    Payment  Solutions  -  providing  payment  warehousing,   payment
               matching,  biller  directory  management,  and least cost routing
               functionality for EBPP transactions;

          o    Card Services - providing Internet-based account activation, bill
               presentment, balance consolidation, and e-Statement capabilities;
               and

         Online Banking
         --------------
          o    Online  Banking - providing  Internet-based  access to  real-time
               account information,  as well as interfaces to personal financial
               management  software  such as Intuit's  Quicken(R)  and Microsoft
               Money(R).

     The Company has invested in developing  products and capabilities  designed
to  establish  a  leadership  position in the online bill  payment  market.  The
Company believes this market opportunity is significant based on the billions of
recurring bills that consumers and businesses pay each year, primarily via paper
checks.  FI's should be able to realize significant cost and efficiency benefits
from  initiating  these  payments  online and  processing  them  electronically.
Migrating to online electronic payments will require  significant  investment in
online bill payment  infrastructure,  which is where the Company's  products are
focused.

     On March 31, 2005,  the Company  entered into a definitive  agreement to be
acquired by  Corillian  Corporation  ("Corillian"),  a publicly  traded  company
(Nasdaq:  CORI) based in Hillsboro,  Oregon, that provides solutions that enable
banks,  brokers,  financial  portals and other  financial  service  providers to
rapidly deploy Internet-based financial services. The purchase consideration for
the Company is  approximately  $19.5 million,  subject to adjustment.  Under the
terms of the agreement,  each  outstanding  share of the Company's  common stock
will be  converted  into the right to receive  0.0954 of a share of  Corillian's
common  stock  and  $0.0832  in  cash  without  interest.  The  closing  of this
transaction  is  subject  to,  among  other  things,  the  effectiveness  of the
registration/proxy  statement  on Form S-4 to be filed with the  Securities  and
Exchange  Commission  and approval of the Company's  stockholders.  As a result,
there can be no assurances that the  acquisition  will be completed or as to the
timing thereof.

     The Company is  incorporated in the State of Delaware and has its corporate
headquarters  in Reston,  Virginia.  There are  operating  facilities  in Omaha,
Nebraska and Toledo, Ohio.

(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 inter-company balances and transactions.  Certain  reclassifications have
been  made to the  prior  year  financial  statements  to  conform  to the  2004
financial statement presentation.
<page>

(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 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 for the  delivered  element where
VSOE of fair value for PCS does exist  (e.g.,  when the Company has  substantive
renewal rates for PCS).  The Company  generally  utilizes the shipping  terms of
F.O.B.  shipping  point.  Depending  on the type of software  and the terms of a
particular  contract,  the  client's  receipt of the software is either based on
F.O.B.  shipping  point or upon  acceptance of the  software,  as defined by the
applicable contract. The warranty provision is generally ninety days from either
FOB shipping date or acceptance of the software.

     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 for these
multiple element arrangements is recognized when there is persuasive evidence of
an arrangement  and delivery to the customer has occurred,  the fee is fixed and
determinable,  and collectibility is considered  probable.  Advance payments are
recorded as deferred  revenue  until the  products  are  shipped,  services  are
delivered and all obligations are met. Currently, the Company does not have VSOE
of fair value for some of the elements within its multiple element arrangements.
Therefore,  all revenue under such arrangements is being recognized ratably over
the  term  of the PCS  contract.  Revenue  from  transactional  services,  which
includes  hosting  and  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)  Cash and Cash Equivalents - The  Company  considers   all   non-restricted,
highly liquid investments with original maturities of three months or less to be
cash  equivalents.   Cash  and  cash  equivalents  are  stated  at  cost,  which
approximates their fair market value.

<page>

(e)  Investments - The Company  accounted for its investments in the warrants to
acquire  Sybase,  Inc.  common stock under  Statement  of  Financial  Accounting
Standard  ("SFAS") No. 133,  Accounting for Derivative  Instruments  and Hedging
Activities ("SFAS 133"),  which establishes  accounting and reporting  standards
for  derivative  instruments  and for hedging  activities by requiring  that all
derivatives be recognized in the balance sheet and measured at fair value.  SFAS
No. 149,  Amendment  of  Statement  133 on  Derivative  Instruments  and Hedging
Activities  ("SFAS  149"),  was  issued in April 2003 to amend and  clarify  the
financial  accounting  and reporting  guidance for  derivative  instruments  and
hedging  activities.  The adoption of SFAS 149 did not have a material effect on
our financial position, results of operations, or cash flows.

     The  Company   reported  its   investments  in  marketable   securities  as
available-for-sale  with any  unrealized  holding  gains and losses,  net of the
related  income tax effect,  excluded  from  earnings and reported as a separate
component  of  stockholders'  equity  until such  gains or losses are  realized.
Dividends and interest  income are  recognized  when earned.  Realized  gains or
losses are included in earnings and are derived  using the  first-in,  first-out
method for determining cost of securities sold.

(f)  Property and  Equipment - Property and equipment is stated at cost,  net of
any  accumulated  depreciation.   Depreciation  of  property  and  equipment  is
calculated using the straight-line method over the estimated useful lives of the
assets, which are generally in the range of two to seven years.

(g)   Deferred Revenues - Deferred  revenues  represent  unearned  revenues  for
services  that have not yet been provided or where  certain  accounting  revenue
recognition criteria have not yet been met.

(h)  Income Taxes - Income taxes are accounted for in accordance  with the asset
and liability method. Deferred tax assets and liabilities are recognized for the
future tax  consequences  attributable  to  differences  between  the  financial
statement  carrying  amounts  of  existing  assets  and  liabilities  and  their
respective  tax bases.  Deferred tax assets and  liabilities  are measured using
enacted  tax rates  expected  to apply to  taxable  income in the years in which
those temporary  differences are expected to be recovered or settled. The effect
on deferred tax assets and liabilities of a change in tax rates is recognized in
income in the period that includes the enactment date.  Valuation allowances are
established  against  deferred tax assets when it is deemed,  based on available
evidence,  that it is more  likely  than not  that  some  portion  or all of the
deferred tax asset will not be realized.

(i)  Accounting for Stock-Based Compensation - The Company accounts for employee
stock options in accordance  with  Accounting  Principles  Board Opinion No. 25,
Accounting for Stock Issued to Employees  ("APB 25").  Under APB 25, the Company
recognizes no  compensation  expense  related to employee stock  options,  as no
options are granted at a price below the market  price on the day of grant.  The
Company  accounts for stock options issued to  non-employees  in accordance with
the provisions of SFAS No. 123,  Accounting for Stock-Based  Compensation ("SFAS
123").

     SFAS 123 prescribes the  recognition of  compensation  expense based on the
fair  value of  options  on the grant  date and  allows  companies  to  continue
applying APB 25 if certain pro forma disclosures are made assuming  hypothetical
fair value method application.  The Company has elected to continue to apply the
provisions of APB 25 for options  granted to employees and provide the pro forma
disclosures pursuant to SFAS 123. Pro forma information  regarding the Company's
net loss has been  determined  as if the Company had  accounted for its employee
stock  options  under the fair  value  method of SFAS 123.  Under the fair value
method,  compensation  costs are  measured  at the grant  date based on the fair
value  of  the  award  and  are  recognized   over  the  service   period.   The
weighted-average fair values of options granted during 2004, 2003, and 2002 were
$0.26, $1.70, and $0.95, per share,  respectively.  The fair value is determined
by using the Black-Scholes option-pricing model with the following assumptions:


                                            2004        2003        2002
                                           -----       -----       -----
 Risk free interest rate                   3.43%       2.97%       3.82%
 Dividend yield                               0%          0%          0%
 Volality                                   107%         81%        105%
 Expected life of options (years)              6           6           6

<page>


     Had  compensation  cost been  determined  based on the fair value method of
SFAS 123, the  Company's  results of  operations  would have been as follows (in
thousands, except for per share data) for the years ended December 31:


                                               2004         2003        2002
                                              ---------    --------   ---------
 Net loss, as reported                        $ (33,235)   $ (1,672)  $  (8,646)
 Stock-based employee compensation expense         (271)     (1,327)     (3,264)
                                              ---------    --------   ----------
 Pro forma net loss                           $ (33,506)   $ (2,999)  $ (11,910)
                                              ==========    =======   ==========
 Basic and diluted loss per common share        $ (0.65)   $  (0.06)    $ (0.24)
                                              ==========   ========   ==========

     In  December  2004,  the  FASB  published  SFAS  No.  123  (revised  2004),
Share-Based Payment ("SFAS 123(R)"),  which replaces SFAS 123 and supersedes APB
25. SFAS 123(R)  requires that the  compensation  cost  relating to  share-based
payment transactions be recognized in the financial  statements.  That cost will
be  measured  based on the fair  value of the  equity or  liability  instruments
issued.  The  Company  will be  required  to apply  SFAS  123(R) as of the first
interim or annual  reporting period that begins after June 15, 2005. The Company
has not calculated the financial impact of adopting this standard.

(j)  Earnings (Loss) Per Common Share - Basic  earnings  (loss) per common share
("EPS") is computed by dividing net income (loss) by the basic  weighted-average
common  shares  outstanding  during the year.  Diluted EPS reflects the dilutive
effect of stock options and stock awards granted to employees under  stock-based
compensation plans, as well as stock warrants.  The effects of stock options and
warrants were not included in the loss per share  computations in 2004, 2003 and
2002, because they would have been anti-dilutive.

(k)  Fair Value of Financial  Instruments - The carrying values of the Company's
financial  instruments such as cash and cash equivalents,  accounts  receivable,
accounts payable and accrued expenses, approximate their fair values.

(l)  Concentration  of Credit  Risk -  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 and cash
and cash equivalents is substantially mitigated by 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  surrounding the credit risk of specific  customers,
historical trends and other information.  As of December 31, 2004, the Company's
top eight  customers  comprised  approximately  73% of the  accounts  receivable
balance.

(m)  Recent  Accounting  Pronouncements - In May 2003, the Financial  Accounting
Standards Board ("FASB") issued 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 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  as noted in note 2(i).  SFAS 148 also  amends APB  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

<page>

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 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 fair value of the remaining  obligation on this lease, net of the
fair value of  sublease  rent,  was  approximately  $540,000.  Accordingly,  the
Company  recorded an expense of $540,000  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 December 31, 2004,
the estimated remaining liability was approximately $264,000.

     In July 2004, the Company  determined that it would be more  cost-effective
to  relocate  its South  Carolina  operations  to its  headquarters  in  Reston,
Virginia, based on the number of remaining employees and the existing operations
at the time. Accordingly, the Company relocated two employees,  designated three
others  as  field  employees  and  ceased  using  its  leased  office  space  in
Charleston,  South Carolina.  The fair value of the remaining obligation on this
lease,  net of the fair  value of  sublease  rent,  was  approximately  $45,000.
Accordingly,  the Company  recorded  an expense of $45,000  and a  corresponding
liability  in July 2004.  As of  December  31,  2004,  the  Company had not been
successful in securing a subtenant  for this space and the  estimated  remaining
liability was approximately $33,000.

(n)  Restatement  of  Consolidated  Financial  Statements  -  Subsequent  to the
issuance of the  consolidated  financial  statements for the year ended December
31,  2003,  the Company  determined  that the  previous  consolidated  financial
statements   require   restatement    to  correct  errors  related  to  a  lease
restructuring,  deferred rent liabilities, lease purchase accounting, warrant to
issue Company stock and an income tax contingency as discussed below.

     Lease Restructuring - As of March 31, 2003, the Company ceased using one of
     -------------------
its leased spaces at its offices in Reston, Virginia.  Accordingly,  the Company
recorded an expense and a corresponding  liability of $625,000 which equaled the
net of the  undiscounted  remaining  obligation  on the  lease of  approximately
$1,080,000 through December 31, 2006, and the discounted  estimated net sublease
rent of $455,000.  The initial estimate of sublease rent in the first quarter of
2003 did not extend  through  December  31,  2006 and also did not  include  the
latest information we had available when we filed our Form 10-Q for the quarter.
As the  liability  was not fully  discounted,  the  recorded  liability  was not
accreted.  We have concluded  that there was an error in the  application of the
concepts of SFAS No. 146,  Accounting for Costs Associated with Exit or Disposal
Activities  (including Certain Costs Incurred in a Restructuring)  ("SFAS 146"),
with respect to this lease. Under the provisions of SFAS 146, the Company should
have  determined the fair value of the liability at the cease-use date by taking
the  remaining  lease  obligation  (adjusted  for the  effects of any prepaid or
deferred items recognized under the lease, see Deferred Rent Liabilities section
below for additional  detail),  reduced by estimated sublease rentals that could
be  reasonably  obtained for the property for all periods  covered by the lease,
and discounting the resulting net liability  using a  credit-adjusted  risk-free
rate appropriate for the first quarter of 2003. The discounted  liability should
be accreted over the lease term. The impact of these changes was to decrease the
lease restructuring liability by $74,000 as of December 31, 2003.

     Deferred  Rent  Liabilities  - Prior to the  fourth  quarter  of 2003,  the
     ---------------------------
Company had not  previously  recognized  rent expense on  operating  leases on a
straight-line basis as required by FASB Technical Bulletin 85-3,  Accounting for
Operating Leases with Scheduled Rent Increases ("FTB 85-3").  As of December 31,
2003,  the Company  recorded a current  deferred rent  liability of $171,000 and
expensed  the related  cumulative  additional  lease  expense  during the fourth
quarter.  The entire  liability was  classified as short-term as of December 31,
2003, even though certain leases extended beyond twelve months. In addition, the
$171,000 recorded  liability  included  approximately  $121,000 of deferred rent
liability  related to the operating  lease that was accounted for under SFAS 146
during the first quarter of 2003 (see Lease Restructuring  discussion above). We
have concluded that there was an error in the application of the concepts of FTB
85-3 with  respect  to our  operating  leases.  This  accounting  results in the

<page>

recordation  of a deferred  rent  liability  for all  periods  presented  due to
scheduled  rent  increases  in  the  leases.  Other  guidance  relating  to  the
classification of liabilities  requires the non-current  portion of the deferred
rent  liability to be presented as a long-term  liability on the balance  sheet.
Further,  as mentioned  above,  SFAS 146 requires  consideration of the deferred
rent liability when recording the fair value of the net liability  otherwise the
liability (and related expense) recognized in 2003 is double counted. The impact
of these  changes  was to  decrease  the  deferred  rent  liability  to $50,000,
decrease the current  deferred  rent  liability  by  $169,000,  and increase the
long-term deferred rent liability by $48,000 as of December 31, 2003.

     Lease  Purchase  Accounting  - The Company  recorded a lease  liability  of
     ---------------------------
approximately $1 million in purchase accounting when it acquired Home Account in
the first quarter of 2001 as the Company met the criteria for recognition of the
liability  under EITF 95-3,  Recognition  of  Liabilities  in Connection  with a
Purchase Business  Combination ("EITF 95-3"). The liability recorded represented
the undiscounted amount of the remaining lease payments through early 2005 under
the operating lease for the former Home Account headquarters,  which was closed.
As the  liability  was not  discounted,  the liability was not accreted over the
lease  term.  At that time,  the  liability  was  appropriately  not reduced for
anticipated  sublease income due to the  significant  downturn in the local real
estate market.  In the third quarter of 2002, the Company subleased the space to
a tenant  for  approximately  $12,000  per  month  or a total  of  approximately
$363,000  from  that  point  until the end of the  lease in early  2005.  As the
Company  received  sublease rent payments in 2002,  2003, and 2004, it increased
the related lease liability.  The Company reversed these cumulative increases to
the liability to income in the fourth  quarter of 2003. We have  concluded  that
there  was an error  in the  application  of the  concepts  of APB 16,  Business
Combinations  ("APB 16"),  EITF 95-3, and other relevant  accounting  literature
with  respect to this lease.  APB 16 requires  the lease  liability  recorded in
purchase accounting to be recorded at a discounted amount and for such amount to
be  accreted  over the lease term.  EITF 95-3  requires  that a lease  liability
recorded in purchase  accounting be reversed  against  goodwill rather than as a
credit in the  statement of operations  when the  liability  requires a downward
adjustment. Other accounting literature requires the Company to revise the lease
liability  for  sublease  rentals  when  those  rentals  are  considered  to  be
reasonable  assured.  The impact of these  changes was to decrease  the recorded
liability  by $238,000 as of  December  31,  2003,  to increase  rent  accretion
expense by  approximately  $40,000 and $29,000 for the years ended  December 31,
2003 and 2002,  respectively,  and to decrease  othere  income by  approximately
$158,000 for the year ended December 31, 2003.

     Warrant - In the second  quarter of 2000,  InteliData  granted a warrant to
     -------
purchase  common  stock to a client in  exchange  for the  client's  becoming  a
premier reference site for the Company.  The warrant was granted in anticipation
of the  installation  of software  delivered  as part of an  agreement  with the
client signed in 1999. The warrant agreement is in effect through June 30, 2005.
The warrant was fully vested,  nonforfeitable,  and  exercisable  on the date of
grant.  InteliData  appropriately  measured the fair value of the warrant on the
date of grant as  approximately  $419,000 and recorded the amount on the balance
sheet. The Company  amortized the warrants to expense over the five-year term of
the agreement at  approximately  $20,000 of expense per quarter or approximately
$80,000 per year. We have concluded  that there was an error in the  application
of the concepts of EITF 96-18, Accounting for Equity Instruments That Are Issued
to Other Than Employees for Acquiring,  or in Conjunction with Selling, Goods or
Services.  The Company  should have  recognized the full value of the warrant in
the  statement  of  operations  on the grant  date.  Further,  the charge to the
statement of operations  should have been  recorded as a contra  revenue item in
2000 following the guidance in EITF 01-09, Accounting for Consideration Given by
a Vendor to a Customer (Including a Reseller of the Vendor's  Products),  to the
extent there was cumulative revenue on the associated contract. Accordingly, the
Company offset  approximately  $265,000 against revenue and recorded the balance
of  approximately  $154,000 as costs of revenues during 2000. The impact of this
change was to  decrease  deferred  compensation  (a  contra-equity  account)  by
$120,000 as of December 31, 2003.

     Income Tax  Contingency - InteliData  reversed a $288,000 tax liability and
     ------------------------
recorded the related tax benefit in the  statement of  operations  in 2003.  The
original  alternative  minimum tax  liability  recorded in 2000 was  incorrectly
calculated  by  $288,000.  We have  concluded  that  there  was an  error in the
application of the concepts of SFAS No. 5, Accounting for Contingencies, in 2000
with respect to this accrual. This change increased the net loss by $288,000 for
the year ended  December  31, 2003,  however,  it did not have any impact to the
accumulated deficit as of December 31, 2003.

     The combined effect of these changes resulted in an increase to accumulated
deficit of $221,000 and $147,000 as of December 31, 2003 and 2002, respectively,
and an increase  to  accumulated  deficit of $95,000 as of January 1, 2002.  The
following  is a summary of the effects of the  restatement  on our  consolidated
balance sheet as

<page>

of December 31, 2003 and  consolidated  statements of  operations  for the years
ended December 31, 2003 and 2002. Further, Note 14 to the consolidated financial
statements  contain restated  unaudited  quarterly  financial data for the years
ended  December  31,  2004  and  2003,   reflecting  these  adjustments  in  the
appropriate periods.

 Consolidated Balance Sheet as of December 31, 2003    As Previously        As
 (in thousands)                                          Reported       Restated
--------------------------------------------------------------------------------

 Goodwill                                               $ 26,238       $ 25,771
 TOTAL ASSETS                                             44,336         43,869

 Accounts payable                                          1,531          1,517
 Accrued expenses                                          1,963          1,635
 Deferred revenues                                         1,351          1,051
 Net liabilities of discontinued operations                   45             59
 TOTAL CURRENT LIABILITIES                                 4,890          4,262

 Accrued rent                                                380            342
 Deferred revenues                                             -            300

 TOTAL LIABILITIES                                         5,345          4,979

 Deferred compensation                                      (228)          (108)
 Accumulated deficit                                    (265,250)      (265,471)
 TOTAL STOCKHOLDERS' EQUITY                               38,991         38,890

<page>


 Consolidated Statements of Operations                 As Previously          As
 (in thousands, except per share data)                   Reported       Restated
---------------------------------------------------  ---------------  ----------

 For the year ended December 31, 2003
 Operating expenses
       General and administrative                     $ 7,496          $  7,204
       Selling and marketing                            1,910             1,830
            Total operating expenses                   15,146            14,774

 Operating Loss                                        (2,065)           (1,693)

 Other income (expense), net                              179                21
 Loss before income taxes                              (1,886)           (1,672)
 Benefit for income taxes                                (288)                -
                                                     --------          ---------

 Net loss                                            $ (1,598)         $ (1,672)
                                                     ========          =========

 For the year ended December 31, 2002
 Operating expenses
       General and administrative                       8,629             8,784
       Selling and marketing                            2,947             2,867
            Total operating expenses                   21,103            21,178

 Operating Loss                                        (8,082)           (8,157)

 Other income (expense), net                               99               122
 Loss before income taxes                              (8,731)           (8,783)
 Benefit for income taxes                                (137)             (137)
                                                     --------          ---------

 Net loss                                            $ (8,594)         $ (8,646)
                                                     ========          =========

(o)  Going  Concern Assumption - Our  financial  statements  have been  prepared
assuming that the Company will continue as a going concern,  which  contemplates
the  realization  of assets and the  satisfaction  of  liabilities in the normal
course of  business.  There are factors that raise  substantial  doubt about our
ability  to  continue  as a going  concern  including  the  Company's  financial
position and results of operations.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

     During 2004 and  continuing  into 2005,  the Company  assessed a variety of
strategic alternatives, which were focused on enhancing InteliData's position in
the electronic banking marketplace by exploring strategic opportunities intended
to enhance  stockholder  value.  For  example,  we  actively  pursued  strategic
alternatives  including  the  possibility  of selling  assets,  raising  capital
through private placements,  and merging the Company with another entity.  There
can be no assurance that any transaction will result from this effort.

     As stated in Note 1, the Company entered into a definitive  agreement to be
acquired by  Corillian.  The closing of this  transaction  is subject to,  among
other things, the effectiveness of the registration/proxy  statement on Form S-4
to be filed with the  Securities  and  Exchange  Commission  and approval of the
Company's  stockholders.  As a  result,  there  can be no  assurances  that  the
acquisition  will be  completed  or as to the timing  thereof.  In the event our
merger with Corillian is not  successful,  we may be required to seek protection
from  our  creditors,  or we may need to sell  assets  and/or  raise  additional
capital through private placements. While we continue to operate as a going

<page>
concern,  we have significant  liquidity and capital resource issues relative to
our ability to generate cash flows and to raise additional capital if needed. We
may not be  able to  generate  sufficient  revenue  to  become  profitable  on a
sustained  basis,  or at all. We have incurred  significant  losses and negative
cash  flows  from  operations  for  several  years and our  ability  to raise or
generate  enough  cash to  survive  may be  questionable.  We  expect  that  the
operating  cash flow  deficit  will  continue  and absent  further  financing or
significant  improvement  in  sales,  potentially  result  in our  inability  to
continue  operations.  As a result of these and other factors,  our  independent
registered  public  accounting  firm  has  included  in its  report  on the 2004
consolidated  financial statement an explanatory paragraph expressing that there
is substantial doubt about our ability to continue as a going concern.

     If the Corillian  transaction is not successful,  the Company's achievement
of its operating  plan remains  predicated  upon both  existing and  prospective
clients'  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.  Further,  based  on the  Company's  declining  financial
condition, existing and prospective clients could express concerns regarding the
risks of  acquiring  software and services  from  InteliData.  While some may be
satisfied  as long as the source  code  continues  to be held in escrow,  others
could employ a wait-and-see  approach to  InteliData's  continuation  as a going
concern.

     The Company  believes the key factors to its  liquidity in 2005 will be its
ability to  successfully  execute on its plans to achieve  sales  levels,  while
operating at reduced operating expense levels.  With projected sales to existing
and  prospective  clients,  management  expects that the Company's cash and cash
equivalents  and projected  funds from  operations  (which are  principally  the
result of sales and  collections of accounts  receivable)  will be sufficient to
meet its  anticipated  cash  requirements  for the  next  several  months.  This
expectation  is based  upon  assumptions  regarding  cash  flows and  results of
operations   over  the  next  several  months  and  is  subject  to  substantial
uncertainty and risks that may be beyond our control. If these assumptions prove
incorrect,  the  duration of the time  period  during  which the  Company  could
continue  operations  could be  materially  shorter.  The  occurrence of adverse
developments  related  to these  risks  and  uncertainties  could  result in the
Company's  incurring  unforeseen  expenses,  being unable to generate  projected
sales,  to  collect  new and  outstanding  accounts  receivable,  or to  control
expected  expenses  and  overhead,  and we would  likely be  unable to  continue
operations.

     In the event of continued future revenue delays,  the Company would seek to
adjust certain  expense  structures to mitigate the potential  impact that these
delays would have on its capital levels. These opportunities  include additional
reductions in general and  administrative  expenditures,  managing  research and
development efforts consistent with existing and prospective client demands, and
the potential of consolidating certain operational activities.  During 2004, the
Company  reduced the full-time  equivalent  personnel by 14 to 72 as of December
31, 2004.  Continuing into 2005,  management  reviewed the operating expenses in
light of our financial  condition and current plan.  Further steps were taken to
control costs and the full-time  equivalent personnel was reduced by 15 to 57 as
of March 28, 2005.

     Additional  capital  resources  might be  generated  from  activities  that
include the  Company's  selling of assets,  issuing  equity  securities  through
private  placements  and/or  merging the Company  with  another  entity.  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.  If we issue additional
equity  securities  to raise funds,  the  ownership  percentage  of our existing
stockholders would be reduced.  New investors may demand rights,  preferences or
privileges  senior to those of existing  holders of common  stock.  If we cannot
raise  any  needed  funds,  we  might  be  forced  to make  further  substantial
reductions in our operating  expenses,  which could adversely affect our ability
to  implement  our current  business  plan and  ultimately  our  viability  as a
company.

     On  September  7, 2004,  InteliData  transferred  the listing of its common
stock from the Nasdaq  National  Market to the Nasdaq SmallCap Market due to our
inability to comply with the minimum  $1.00 bid price  requirement.  The initial
grace period to regain compliance  expired on December 13, 2004. On December 14,
2004,  InteliData  received  a  notice  from  Nasdaq  that it had  not  regained
compliance  with the minimum $1.00 bid price per share  requirement set forth in
Marketplace  Rule  4310(c)(4).  Nasdaq also notified  InteliData  that, since it
meets the other initial inclusion  criteria for the SmallCap Market, it is being
given an  additional  180  calendar  days,  or until  June 13,  2005,  to regain
compliance. If compliance with the criteria cannot be demonstrated by that time,
InteliData's


<page>
common stock would be delisted from the Nasdaq SmallCap Market.  The possibility
of a Nasdaq delisting could make  capital-raising,  selling and other activities
more difficult.

(3)  INVESTMENTS

     In January 2000, Home Financial  Network,  Inc. ("HFN"), a company in which
InteliData held approximately a 25% ownership interest, merged with Sybase, Inc.
("Sybase").  As part of the  merger  agreement,  the  Company  received  640,000
"warrant  units" with an exercise price of $2.60 per warrant unit. Upon exercise
of each warrant unit, the Company was entitled to receive  $1.153448 in cash and
0.34794  share of Sybase  common  stock.  Prior to January 1, 2001,  the Company
considered its  investment in warrants to purchase  common stock of Sybase to be
available-for-sale  under the provisions of SFAS 115. Effective January 1, 2001,
the  Company  adopted  SFAS 133,  which  establishes  accounting  and  reporting
standards for  derivative  instruments  and for hedging  activities by requiring
that all  derivatives  be  recognized  in the balance sheet and measured at fair
value.

     SFAS  133  requires  that all  derivative  financial  instruments,  such as
forward  currency  exchange  contracts,  interest  rate swaps and the  Company's
warrants to purchase Sybase stock, be recognized in the financial statements and
measured at fair value  regardless  of the  purpose or intent for holding  them.
Changes  in the fair  value  of  derivative  financial  instruments  are  either
recognized  periodically  in income or  stockholders'  equity (as a component of
comprehensive  income),  depending  on whether the  derivative  is being used to
hedge changes in fair value or cash flows. The Company's  holdings of the Sybase
warrants are defined as derivatives under this guidance.  The Company's adoption
of SFAS 133,  effective  January 1, 2001, did not have a material  effect on the
Company's financial  statements as of the adoption date and did not result in an
adjustment  for the  cumulative  effect of an  accounting  change,  because  the
carrying  value  reflected  fair value under the previous  accounting  guidance.
During June 2002,  the Company  exercised all of its 640,000  warrants  units to
purchase  Sybase  common stock and sold the resulting  223,000  shares of Sybase
common stock. The Company received net proceeds of approximately  $1,718,000 and
recognized a realized loss from sales of investments of approximately $748,000.

     As of January 1, 2002, the accumulated other  comprehensive loss balance of
$210,000  represented  the changes in the fair market value of the Sybase common
stock recorded as unrealized  gains on  investments  under SFAS 115. This amount
was realized with the Company's  disposition of the remaining Sybase investments
in June 2002.

(4)  PROPERTY AND EQUIPMENT

          Property and  equipment  consists of the  following at December 31 (in
     thousands):

                                                         2004       2003
                                                       -------     -------
 Building improvements                                 $   195     $   194
 Office equipment                                        4,808       4,844
 Furniture and fixtures                                    765         765
                                                       -------     -------
                                                         5,768       5,803
 Accumulated depreciation                               (4,935)     (4,274)
                                                       -------     -------
 Total                                                 $   833     $ 1,529
                                                       =======     =======
<page>

(5) ACCRUED EXPENSES AND OTHER LIABILITIES

          Accrued  expenses and other  liabilities  consist of the  following at
     December 31 (in thousands):

                                                                2004        2003
                                                                -------  -------

 Accrued compensation                                        $  449        $ 773
 Accrued professional fees                                    1,242          215
 Accrued insurance                                              205          257
 Other liabilities                                              327          390
 Total current accrued expenses and other liabilities         2,223        1,635
                                                              -----        -----

 Other liabilities                                              225          342
 Total noncurrent accrued expenses and other liabilities        225          342
                                                             ------        ----

 Total accrued expenses and other liabilities               $ 2,448      $ 1,977

(6) DISCONTINUED OPERATIONS

     Under various  disposal plans adopted in 1997,  1998, and 2000, the Company
completed the divestiture of all of its telecommunications, interactive services
businesses and the Caller ID adjunct leasing activities, respectively.

     As of December 31, 2004,  the  liabilities  of  discontinued  operations of
$40,000 relate to the telecommunications  divisions. These liabilities relate to
the  environmental  clean  up  associated  with  prior  tenants'  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. In April 2004, the escrow
balance of approximately $224,000 was released and paid 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 December 31, 2004 related to this matter
and other costs to be  approximately  $40,000 and has a liability  recorded  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.  The  liabilities of discontinued
operations as of December 31, are as follows (in thousands):

                                                                2004        2003
                                                               -----       -----
 Other current liabilities                                     $  40       $  59
 Other noncurrent liabilities                                      -          75
                                                               -----       -----
 Total                                                         $  40       $ 134
                                                               =====       =====
<page>

(7) STOCKHOLDERS' EQUITY

(a)   Issuance and Subsequent Conversion of Preferred  Stock and  Warrants - In
July 1999, the Company issued 600 shares of 4% Convertible  Preferred  Stock and
warrants to purchase  120,000 shares of InteliData  common stock. As of December
31, 1999, all of the preferred stock was converted into common stock.

     The fair value of these 120,000 warrants,  which expire five years from the
issuance date and have an exercise price of $4.53, was estimated as of the grant
date using the  Black-Scholes  model.  The following  assumptions  were used: no
dividend yield,  expected  volatility of 129%, life of 5 years,  and a risk free
interest  rate  of  4.00%  per  annum.   Accordingly,   the  Company   allocated
approximately  $369,000 to these  warrants and the charge was amortized over the
period  that the  preferred  stock was  outstanding.  As of December  31,  2003,
101,500 warrants were outstanding. These warrants expired in July 2004.

(b)  Stock Options and Awards - The Company  sponsors  several  stock option and
award plans that cover  substantially  all employees and members of the board of
directors.  Options  and awards  granted  under such plans  typically  vest over
periods  ranging  from one to five years and  generally  expire in eight and ten
years,  although some grants  provide for vesting in annual  increments or allow
for accelerated vesting based upon reaching performance milestones.

     The Company amortizes the fair value of the stock awards (based on the fair
value of common  stock on the grant  dates  multiplied  by the  number of shares
granted) over the  respective  vesting  periods.  In 2004,  2003,  and 2002, the
Company recorded $84,000, $178,000, and $841,000,  respectively, of compensation
expense related to these awards.

     Options  granted  under the plans  allow the  purchase of stock at the fair
value of such common stock at the respective  grant dates.  Because  options are
issued with  exercise  prices equal to the fair value of the common stock on the
grant  dates,  the Company  does not record any  compensation  expense for these
options.

     A summary of stock option  activity for each of the Company's  stock option
plans is as follows:

                                    Exercise Prices
                               -------------------------             Number
                               Minimum           Maximum           Of Options
                               -------           -------         -----------
     January 1, 2002           $  0.69           $ 19.44          3,858,127
       Granted                 $  0.60           $  2.35          1,302,000
       Exercised               $  1.00           $  2.31            (11,825)
       Canceled                $  0.80           $ 10.31           (914,505)
                                                                 -----------
                                                                 -----------
     December 31, 2002         $  0.60           $ 19.44          4,233,797
       Granted                 $  1.50           $  3.02            111,000
       Exercised               $  0.60           $  1.83           (668,645)
       Canceled                $  0.60           $  7.56           (225,423)
                                                                 -----------
                                                                 -----------
     December 31, 2003         $  0.60           $ 19.44          3,450,729
       Granted                 $  0.31           $  2.00            545,000
       Exercised               $  0.60           $  1.70            (55,613)
       Canceled                $  0.31           $ 12.75           (908,219)
                                                                 -----------
                                                                 -----------
     December 31, 2004         $  0.31           $ 19.44          3,031,897
                                                                 ===========

     The  Company has  options  outstanding  and  exercisable  in varying  price
ranges. The schedule below details the Company's options by price range:


<PAGE>

<TABLE>



                                      Options Outstanding                             Options Exercisable
                                      -------------------                             -------------------
                                                                     Weighted                      Weighted
                                                     Weighted        Average                        Average
                     Range of            Number    Average Life   Exercise Price    Number of      Exercise
                 Exercise Prices       Of Options                                   Options          Price
                 ---------------       ----------  ------------   --------------    ---------      --------
<S>              <C>                   <C>          <C>           <C>             <C>                 <C>

                $  0.00  -  0.50         406,000     7.8 years       $   0.32              --      $   0.00
                   0.51  -  0.75         186,853     6.0 years           0.60         120,469          0.60
                   0.76  -  1.00         177,810     6.0 years           0.84         122,272          0.84
                   1.01  -  2.00       1,561,178     3.9 years           1.29         979,772          1.30
                   2.01  -  5.00         487,556     4.6 years           3.71         471,496          3.74
                   5.01  - 10.00         195,000     3.8 years           6.74         195,000          6.74
                  10.01  - 19.44          17,500     2.4 years          16.62          17,500         16.62
                ----------------       ---------    ----------       --------        ---------      --------
                                       3,031,897                                    1,906,509
                                       =========                                     =========
</TABLE>


(c)  Employee Stock  Purchase  Plan - Under the  Employee  Stock  Purchase  Plan
(approved by the Company's  stockholders in 1996),  the Company is authorized to
issue up to 500,000  shares of common stock to its full-time  employees,  nearly
all of whom are eligible to participate.  Under the terms of the Plan, employees
can  choose  each  period  to have up to twenty  percent  of their  annual  base
earnings  withheld to purchase the Company's common stock. The purchase price of
the stock is 85 percent of the lower of its beginning-of-period or end-of-period
market price.  During the years ended  December 31, 2004,  2003,  and 2002,  the
Company  issued  28,080,  15,640,  and  29,868,  shares of stock under the Plan,
respectively.

(d)  Treasury  Stock - In 2004 and 2003,  the Company paid $2,000 and $73,000 to
acquire  an  additional  1,130  and  27,310  shares  of its  own  common  stock,
respectively.  These  shares were  surrendered  by  employees  of the Company to
satisfy an outstanding note receivable or tax-withholding obligations associated
with the vesting of certain  restricted stock awards.  On December 15, 2004, the
Company  received  200,000  shares of its common stock priced at $0.50 per share
(based  on the  closing  price)  from its Chief  Executive  Officer  to  satisfy
$100,000 of a note  receivable  that was outstanding at the time. As of December
31,  2004 and 2003,  the  Company had a total of  1,035,000  and 834,000  common
shares  in  treasury  at  an  aggregate  cost  of  $2,648,000  and   $2,546,000,
respectively.

(e)  Stockholder Rights Plan - In January 1998, the Company's Board of Directors
adopted a Stockholder  Rights Plan.  This plan was amended on May 24, 2000.  The
rights are designed to assure that all the Company's  stockholders  receive fair
and equal treatment in the event of any proposed  takeover of the Company and to
guard against partial tender offers, open market accumulations and other tactics
to gain  control  of the  Company  without  paying  all  stockholders  a control
premium.

     Terms of the Stockholder Rights Plan provide for a dividend distribution of
one right for each  share of common  stock to  holders of record at the close of
business on February 6, 1998.  Shareholders  will be able to exercise the rights
only in the event,  with certain  exceptions,  an acquiring party accumulates 20
percent  or more of the  Company's  voting  stock,  or if a party (an  acquiring
person)  announces an offer to acquire 20 percent or more without prior approval
of the Company's Board of Directors. The rights will expire on January 21, 2008.
Each right  initially  will  entitle the holder to buy one  one-thousandth  of a
share of a new series of preferred stock at a price of $42.50.

     In addition,  upon the occurrence of certain events,  holders of the rights
will be entitled to purchase  either the Company's  common stock or shares in an
acquiring person at half of market value. Further, at any time after a person or
group acquires 20 percent or more of the Company's outstanding voting stock, the
board of directors may, at its option, exchange part or all of the rights (other
than rights held by the acquiring person,  which will become void) for shares of
the Company's  common stock on a one-for-one  basis.  The rights will  therefore
cause substantial dilution to a person or group that acquires 20 percent or more
of the Company's common stock on terms not approved by the board.

(f)  Stock  arrants - In 2000,  the Company  entered into a five-year  agreement
with an unrelated  party,  whereby the Company issued warrants to this entity in
exchange  for the  entity's  becoming  a premier  reference  site.  As a premier
reference  site,  the entity would make its facility  and  personnel  reasonably
accessible  for  InteliData,
<page>

InteliData's potential clients, analysts, and industry publication reporters, in
order to demonstrate or answer questions regarding InteliData's solution and its
capabilities.  On June  30,  2000,  InteliData  issued  five-year,  fully-vested
warrants to purchase  50,000  shares of  InteliData  common stock at an exercise
price of $4.75 per share.  The fair value of these  warrants was recorded to the
statement of operations as of the grant date using the  Black-Scholes  model. As
of December  31,  2004,  all of these  warrants  were still  outstanding.  These
warrants expire on June 30, 2005.

(g)  Private Placement and Warrants - In November and December 2001, the Company
closed private placement sales of an aggregate of 2,863,000 shares of its common
stock for a price of $2.75 per share, and warrants  exercisable for the purchase
of  1,431,364  shares of its common  stock,  at an  exercise  price of $2.75 per
share.

     During July 2003, the Company issued  1,431,000  shares of its common stock
pursuant to the exercise of warrants,  as amended. The warrant exercise resulted
in gross  proceeds  of  approximately  $3,335,000.  The  placement  agent in the
transaction received  approximately  $200,000 in commissions,  and exercised the
net issuance  provision within their 286,000 warrants and received 23,000 shares
of the Company's  common stock.  All of the warrants that were issued as part of
the 2001 private placement were exercised fully in 2003.

(8) EMPLOYEE 401(k) PLAN

     The Company  sponsors a defined  contribution  plan ("Plan") that qualifies
for  tax  treatment   under  Section  401(a)  of  the  Internal   Revenue  Code.
Participation  in the Plan is available to employees who are at least twenty-one
years of age.  Company  contributions  to the Plan are based on a percentage  of
employee contributions.  The Company contributed $84,000,  $86,000, and $118,000
in 2004, 2003, and 2002, respectively.  The Company also pays for administrative
expenses incurred by the Plan.

(9) INCOME TAXES

     A reconciliation of income taxes computed at the statutory federal tax rate
on loss before income taxes to actual income taxes for the years ended  December
31, 2004, 2003 and 2002 is as follows (in thousands):
<TABLE>

                                                                          2004         2003        2002
                                                                        --------     -------     --------
<S>                                                                      <C>               <C>           <C>

         Income tax benefit computed at the statutory rate              $(12,616)    $  (635)    $ (3,334)
         Write-off of goodwill                                             7,116           -               -
         Other                                                               (71)       (408)      (1,309)
         Change in valuation allowance                                     5,571       1,043        4,506
                                                                        --------     -------     --------
              Income tax benefit                                        $     --     $    --     $   (137)
                                                                        ========     =======     ========
</TABLE>

         The 2002 federal income tax benefit of $137,000 represents the recovery
of alternative minimum tax paid in a prior year. The tax effects of temporary
differences that give rise to significant portions of the deferred tax assets
and liabilities at December 31, 2004 and 2003 are as follows (in thousands):


                                                       2004               2003
                                                      ---------       ----------
    Net operating loss carryforwards                  $  80,413       $  77,628
    Basis differences in intangibles                       (674)         (3,515)
    Accounts receivable                                      81              42
    Property and equipment                                   (4)            (12)
    General business credit carryforward                    489             489
    Other                                                   354             456
    Alternative minimum tax credit carryforward              60              60
                                                      ---------       ----------
         Total gross deferred tax asset                  80,719          75,148
         Valuation allowance                            (80,719)        (75,148)
                                                      ---------       ----------
             Net deferred tax assets                  $      --       $      --
                                                      =========       ==========

         The net changes in the total valuation allowance for the years ended
December 31, 2004, 2003, and 2002, were an increase of $5,571,000, $1,043,000,
and $4,506,000, respectively. A valuation allowance was established

<page>

for  deferred tax assets as of December 31, 2004 and 2003 because it was deemed,
based on  available  evidence,  that it is more  likely than not that all of the
deferred tax asset will not be realized.

     As of December 31, 2004, the Company had net operating  loss  carryforwards
for federal income tax purposes of approximately  $212 million,  which expire in
2008 through 2024, general business tax credits of approximately $489,000, which
expire in 2005 through 2010, and an alternative  minimum tax credit carryforward
of approximately  $60,000, which may be carried forward indefinitely and used to
offset  future  regular  taxable  income.  Approximately  $45 million of the net
operating  loss were  incurred by Home Account prior to its  acquisition  by the
Company and are  subject to an annual  limitation  pursuant to Internal  Revenue
Code Section 382 as a result of cumulative changes in ownership of more than 50%
in 2001.

(10) COMMITMENTS AND CONTINGENCIES

     (a)  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  commit the Company to specified  minimum charges during the terms of
the  contracts.  Management  continues to assess the  potential for new business
prospects, the possibility of reducing the Company's costs through renegotiation
of existing agreements, and/or exiting the ASP business by referring clients and
prospects  to a hosting  vendor and  providing  a license  solution  and support
services.  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. In June 2004, the Company restructured a
vendor  agreement and decreased its overall  prospective  ASP operations  costs.
Entering 2005, the projected revenues are estimated to exceed projected costs by
approximately  $83,000 on a monthly  basis based on the December  2004  results;
this gap will fluctuate based on monthly activity.  In accordance with generally
accepted  accounting  principles,  the Company is  accounting  for the committed
contract costs as they are incurred.  Expenses were $2,205,000,  $3,158,000, and
$2,832,000 for the years ended December 31, 2004, 2003, and 2002, respectively.

     Leases - The Company leases  facilities and equipment under  cancelable and
noncancelable  operating  lease  agreements.  The facility leases have remaining
terms  from two to  three  years.  Rent  expense  was  $903,000,  $765,000,  and
$1,492,000 for the years ended December 31, 2004, 2003, and 2002, respectively.

     Future  minimum lease payments under  noncancelable  operating  leases with
initial or  remaining  terms in excess of one year at  December  31,  2004,  and
future minimum payments under purchase  obligations for outsourced services were
as follows (in thousands):
<TABLE>

                                                                       Lease        Purchase
         Years Ending December 31,                                Obligations      Obligations      Total
         -------------------------                                -----------      -----------    ---------
<S>                                                                      <C>               <C>    <C>
              2005                                                $     1,145      $       640    $   1,785
              2006                                                        839               --          839
              2007                                                         --               --           --
              2008                                                         --               --           --
              2009 and thereafter                                          --               --           --
                                                                  -----------      -----------    ---------
                  Total minimum lease payments                    $     1,984      $       640    $   2,624
                                                                  ===========      ===========    =========
</TABLE>

     The future minimum lease  obligations  do not include  $223,000 of expected
receipts  from  subleases.  See Note  2(m)  for  additional  information  on the
subleased space.

(b)  Patent   Matters   -  The   Company  does not believe that its products and
services  infringe  on the  rights of third  parties.  From time to time,  third
parties  may assert  infringement  claims  against  InteliData.  There can be no
assurance  that any such  assertion  will not  result  in costly  litigation  or
require the  Company to cease  using,  or obtain a license to use,  intellectual
property of such parties.

(c)  Litigation -  The   Company  is  not  currently  a party  to  any  material
litigation.  From time to time, the Company may be a party to routine litigation
incidental to its business.  Management  does not believe that the
<page>
resolution  of any or all of such  routine  litigation  will be likely to have a
material  adverse  effect on the  Company's  financial  condition  or results of
operations.

(11) VALUATION AND QUALIFYING ACCOUNTS

     The components of significant  valuation and qualifying accounts associated
with accounts  receivable for the years ended December 31, 2004 and 2003 were as
follows (in thousands):

                  Balance, January 1, 2003            $        321
                     Recovery                                  (70)
                     Write-offs                               (141)
                                                      ------------
                  Balance, December 31, 2003                   110
                    Charged to costs and expenses              147
                     Write-offs                                (43)
                                                      ------------
                  Balance, December 31, 2004          $        214
                                                      ============

(12) GOODWILL AND OTHER INTANGIBLES

     SFAS  No.  141,  Business   Combinations  ("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 No. 142,  Goodwill and Other
Intangible  Assets  ("SFAS  142")  requires  the  use  of  an  amortization  and
non-amortization  approach to account for  intangibles  and purchased  goodwill.
Under a non-amortization approach, goodwill and indefinite-lived 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 these  intangibles  is more
than its fair value.  These  reviews are to be performed  at least  annually and
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.  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 were 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. The goodwill and intangible
asset (which is subject to amortization)  consisted of the following  components
as of December 31, (in thousands):

                                                     2004           2003
                                                   --------       --------
 Goodwill                                          $      -       $ 25,771
                                                   --------       --------
 Intangible asset, gross carrying amount           $  7,200       $  7,200
 Accumulated amortization                            (2,860)        (2,140)
                                                   --------       --------
 Net intangible asset                              $  4,340       $  5,060
                                                   ========       ========

         The Company's intangible asset consists of $7,200,000 related to
contracts/relationships, which has an estimated useful life of ten years.
Contracts/relationships was determined based on the history of low attrition,
the high cost of switching, market prices, forecasted revenues, evaluation of
competitors, and other factors. The estimated aggregate amortization expense
related to the contracts/relationships intangible asset for each of the next
five years is as follows (in thousands):

              Year ending December 31:               Expense
                                                    ---------
                  2005                              $    720
                  2006                                   720
                  2007                                   720
                  2008                                   720
                  2009                                   720
<page>

     As  the  Company  disclosed  in the  first  quarter  of  2004,  the  annual
impairment  testing date is as of June 30th.  As of March 31, 2004,  the Company
was not aware of events or  circumstances  that  could  indicate  impairment  of
goodwill and its market  capitalization  indicated a fair value substantially in
excess of the Company's carrying amount,  including goodwill.  During the second
quarter of 2004, the Company experienced  unanticipated business challenges,  as
customer  decisions on  acquiring  InteliData's  products and services  were not
completed for a variety of reasons (e.g., merger and acquisition activities that
shift  priorities,  merger and acquisition  activities that reduce the number of
prospects,  and the  timing  of  requests  for  proposals  and  decision  making
processes).  Additionally,  competition  in the  marketplace  increased  pricing
pressures  (e.g.,  a competitor  lowered  pricing for some  customers to prevent
attrition).  These  marketplace  challenges  led the Company to  reevaluate  the
financial  projections  and  related  cash flows for the next three years and to
reconsider  longer-term  estimates.  In  addition,  the  Company  noted  a sharp
reduction in its market capitalization  subsequent to the first quarter of 2004,
which  reflected  its  marketplace   challenges  and  corroborated  its  revised
financial projections discussed above.

     As of June 30, 2004, the Company  performed the required annual  impairment
testing for goodwill in accordance  with SFAS 142.  These  reviews  utilized the
same  approaches  and similar  considerations  as previous  tests.  The goodwill
impairment test,  performed at the reporting unit level, is a two-step analysis.
First, the fair value of the reporting unit was compared to its carrying amount,
including goodwill. Fair value was determined using generally accepted valuation
methodologies (i.e.,  discounted cash flow model,  guideline company method, and
similar  transactions  method).  That is, 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 its
industry.  As the fair value of the  reporting  unit was less than its  carrying
amount,  the Company  compared the implied fair value of reporting unit goodwill
with the carrying  amount of that  goodwill to measure the amount of  impairment
loss.   Accordingly,   the  Company  performed  a  hypothetical  purchase  price
allocation  based on the reporting unit's fair value to determine the fair value
of the  reporting  unit's  goodwill in order to measure the goodwill  impairment
charge.  This hypothetical  purchase price allocation required the evaluation of
the fair values of unrecorded  assets,  such  developed  technologies,  customer
relationships  and  deferred  tax  assets,  in  addition  to the fair  values of
recorded net assets. The Company used accepted valuation  methodologies to value
these assets,  including but not limited to, the  replacement  cost approach and
relief from royalty  approach (i.e.,  what the Company would have to pay for the
use of its  technologies  in a hypothetical  licensing or royalty  arrangement).
Consideration  was given to the  unrecorded  net assets  only for the purpose of
measuring the amount of goodwill impairment loss.  Accordingly,  the Company did
not record such net assets on the balance sheet.

     Given  consideration  of these factors and the Company's  declining  market
capitalization,  the Company recorded a goodwill impairment charge in the amount
of  $25,771,000  in the second  quarter of 2004.  The analysis  discussed  above
clearly  indicated that the goodwill  balance was fully  impaired.  As discussed
above,  the analysis  required the Company to make  estimates of projected  cash
flows in order to  determine  if its  assets  are  impaired.  The  Company  made
significant assumptions and estimates in this process regarding matters that are
inherently  uncertain,   such  as  forecasting  revenue  and  cost  projections,
calculating  remaining  useful  lives,  assuming  discount  rates  and  costs of
capital,  among others.  Management  believes that the judgments,  estimates and
assumptions used are reasonable and supportable.

(13) HOME ACCOUNT INCENTIVE PLAN

     In 2000,  Home Account  approved the 2000  Incentive  Plan to encourage the
retention  of  certain  officers  of Home  Account  through a change of  control
transaction,  and after such a  transaction  to the extent,  up to one year,  as
desired by the acquirer.  Upon  acquisition of Home Account by an acquirer,  the
2000  Incentive  Plan  provided  for the  granting  to plan  participants  of an
aggregate of 15% of the net amount of the merger consideration allocable to Home
Account's preferred  stockholders after payment of the debt preference and other
expenses  associated  with a transaction.  Under the InteliData and Home Account
merger  transaction,  this  incentive plan was payable in the form of InteliData
common  stock and such  payments  were made by the group of former Home  Account
preferred   stockholders   (who  are  collectively   considered  one  "principal
stockholder").  Two-thirds of the 2000 Incentive Plan  allocation  vested on the
transaction  closing  date  and  represent  a  pre-acquisition  expense  to Home
Account.  The  remaining  one-third of the  participants'  allocation  vested on
January 11, 2002 (one year from the  transaction  closing  date).  All forfeited
shares  reverted  to the  former  preferred  stockholders  of Home  Account.  In
connection with the 2000 Incentive Plan  allocation,  the deferred  compensation
for the  one-third  portion  became  fixed  and  measurable  on April 1, 2002 at
$155,000  based on $1.20 (the  closing  price of the  Company's  common stock at
April 1, 2002). The

<page>

difference  between this amount and the recognized  expense in the prior periods
was recorded as an $183,000 reduction of expense during 2002.

(14) UNAUDITED QUARTERLY FINANCIAL DATA

     The  unaudited   quarterly   financial  data  includes  restated  quarterly
financial information for the years ended December 31, 2004 and 2003, which were
restated to correct errors related to the accounting for certain transactions as
discussed in Note 2(n) to the consolidated financial statements.  The results of
the Company's  quarterly  operations  for the years ended  December 31, 2004 and
2003 are set forth in the following table (in thousands, except per share data):
<TABLE>

                                                 First        Second          Third         Fourth         Year
                                             ----------
<S>                                                                      <C>               <C>           <C>
Fiscal Year 2004                                            (as restated)
Revenues                                     $   3,592    $   3,746      $  3,604      $  2,800     $   13,742
Cost of revenues                                 1,780        1,775         1,439         1,324          6,318
Operating expenses                               3,351        3,565         3,573         4,404         14,893
Goodwill impairment charge                          --       25,771 (C)      --             --          25,771
Operating loss                                  (1,539)     (27,365)       (1,408)       (2,928)       (33,240)
Other income (expense), net                          6            2           (12)            9              5
Provision (benefit) for income taxes                 -            -             -             -              -
Net loss                                     $  (1,533)   $ (27,363)     $ (1,420)     $ (2,919)     $ (33,235)


Basic and diluted earnings (loss)
     per common share                        $   (0.03)   $   (0.53)     $  (0.03)     $  (0.06)     $   (0.65)

Basic and diluted weighted-average
     common shares outstanding                  51,127       51,159        51,179        51,237         51,271


Fiscal Year 2004 (as previously reported)
Revenues                                     $   3,592    $   3,746      $  3,604
Cost of revenues                                 1,780        1,775         1,439
Operating expenses                               3,352        3,614         3,578
Goodwill impairment charge                          --       26,238 (C)        --
Operating loss                                  (1,540)     (27,881)       (1,413)
Other income (expense), net                         44           40            25
Provision (benefit) for income taxes                 -            -             -
Net loss                                     $  (1,496)   $ (27,841)     $ (1,388)


Basic and diluted earnings (loss)
     per common share                        $   (0.03)   $   (0.54)     $   0.03)

Basic and diluted weighted-average
     common shares outstanding                  51,127       51,159        51,179

</TABLE>




<PAGE>


<TABLE>

                                                 First        Second          Third         Fourth         Year
<S>                                              <C>          <C>           <C>              <C>          <C>
Fiscal Year 2003 (as restated)
Revenues                                     $     5,625    $     5,951    $    4,692    $    4,362     $   20,630
Cost of revenues                                   1,934          1,948         1,858         1,809          7,549
Operating expenses                                 3,630(A)        4,010          3,397       3,737          14,774(B)
Operating loss                                        61             (7)         (563)       (1,184)       (1,693)
Other income (expense), net                          (29)            12            16            22             21
Provision (benefit) for income taxes                   -              -             -             -              -
Net income (loss)                            $        32    $         5    $     (547)     $ (1,162)        $
(1,672)

Basic and diluted earnings (loss)
     per common share                        $      0.00    $     0.00     $    (0.01)    $    (0.02)         $
     (0.03)

Basic and diluted weighted-average
     common shares outstanding                    48,853         49,002        50,864        51,078         50,028

Fiscal Year 2003 (as previously reported)
Revenues                                     $     5,625    $     5,951    $    4,692    $    4,362     $   20,630
Cost of revenues                                   1,934          1,948         1,858         1,809          7,549
Operating expenses                                 3,809(A)       4,026          3,417         3,894          15,146(B)
Operating loss                                      (118)           (23)         (583)       (1,341)          (2,065)
Other income (expense), net                          (29)            12            16           180            179
Provision (benefit) for income taxes                   -              -             -          (288)          (288)
Net loss                                     $      (147)   $       (11)   $     (567)         $ (873)    $ (1,598)


Basic and diluted earnings (loss)
     per common share                        $     (0.00)   $    (0.00)    $    (0.01)         $ (0.02)       (0.03)

Basic and diluted weighted-average
     common shares outstanding                    48,853         49,002        50,864        51,078           50,028

</TABLE>


(A)     Operating expenses reflect a reversal of approximately $630,000 in
        estimated bonus accruals that were not paid, but were previously
        provided for in 2002.
(B)     The Company did not accrue for bonuses in fiscal year 2003 as none was
        paid.
(C)     During the fiscal year ended December 31, 2004, the Company recorded a
        goodwill impairment charge. See Note 2 and 12 to the consolidated
        financial statements for more details.

                                   * * * * * *

<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of
InteliData Technologies Corporation
Reston, Virginia

         We have audited the accompanying consolidated balance sheets of
InteliData Technologies Corporation and subsidiaries (the "Company") as of
December 31, 2004 and 2003, and the related consolidated statements of
operations, changes in stockholders' equity, and cash flows for each of the
three years in the period ended December 31, 2004. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on the financial statements based on our
audits.

         We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

         In our opinion, such consolidated financial statements present fairly,
in all material respects, the financial position of InteliData Technologies
Corporation and subsidiaries as of December 31, 2004 and 2003, and the results
of their operations and their cash flows for each of the three years in the
period ended December 31, 2004, in conformity with accounting principles
generally accepted in the United States of America.

         The accompanying consolidated financial statements for the year ended
December 31, 2004 have been prepared assuming that the Company will continue as
a going concern. As discussed in Note 2(o) to the consolidated financial
statements, the Company has recurring losses from operations and is experiencing
difficulty in generating cash flow to meet its obligations and sustain its
operations which raises substantial doubt about its ability to continue as a
going concern. Management's plans concerning these matters are also described in
Note 2(o). The consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

         As discussed in Note 2(n), the accompanying 2003 and 2002 consolidated
financial statements have been restated.


/s/ Deloitte & Touche LLP

McLean, Virginia
March 31, 2005




<PAGE>



ITEM 9.       CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
              ACCOUNTING AND FINANCIAL DISCLOSURE

              None.

ITEM 9A.   CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

         The Company maintains a set of disclosure controls and procedures, as
defined under Rule 13a-15(e) under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), that are designed to ensure that information
required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC's rules and forms, and that such
information is accumulated and communicated to the Company's management,
including the Company's Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required disclosure. Pursuant
to Exchange Act Rule 13a-15(b), the Company carried out an evaluation, under the
supervision and with the participation of the Company's management, including
the Company's Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of the Company's disclosure controls
and procedures as of December 31, 2004, 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 were not effective as of December 31, 2004 for the reasons discussed
below related to the material weaknesses in the Company's internal control over
financial reporting. To address the control weaknesses described below, the
Company performed additional analysis and other post-closing procedures to
ensure that the accompanying financial statements fairly present in all material
respects the financial condition and results of operations of the Company for
the fiscal years presented in this Annual Report on Form 10-K.

(b) MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

         Management is responsible for establishing and maintaining adequate
internal control over financial reporting, as defined in Exchange Act Rule
13a-15(f). Under the supervision and with the participation of the Company's
management, the Company is assessing the effectiveness of its internal control
over financial reporting as of December 31, 2004, based on the framework in the
"Internal Control - Integrated Framework" issued by the Committee of Sponsoring
Organizations of the Treadway Commission; however, such evaluation has not yet
been completed. The SEC's exemptive order, dated November 30, 2004 (SEC Release
No. 34-50754) provides up to 45 additional days beyond the due date of the
Annual Report on Form 10-K to complete the assessment of the effectiveness of
internal control over financial reporting and to file management's report on
internal control over financial reporting required by Item 308(a) of Regulation
S-K and the related attestation report of the independent registered public
accounting firm, as required by Item 308(b) of Regulation S-K. The Company
believes that management's report on internal control over financial reporting
as of December 31, 2004, will be filed in the time period permitted by the SEC's
exemptive order. The Company has dedicated internal resources, engaged outside
consultants and adopted a detailed work plan so that it may complete its
internal control over financial reporting assessment to include this information
in its Annual Report on Form 10-K within the timeframe specified by the SEC's
exemptive order. As a result of the material weaknesses discussed below,
however, the Company expects that such report when filed will conclude that the
Company's internal control over financial reporting was not effective as of
December 31, 2004.

         Under Public Company Accounting Oversight Board ("PCAOB") Auditing
Standard No. 2, a material weakness in internal control over financial reporting
is a control deficiency, or combination of control deficiencies, that results in
there being more than a remote likelihood that a material misstatement of the
annual or interim financial statements will not be prevented or detected. PCAOB
Auditing Standard No. 2 identifies a number of circumstances that, because of
their likely significant negative effect on internal control over financial
reporting, are to be regarded as at least significant deficiencies as well as
strong indicators that a material weakness exists; including the restatement of
previously issued financial statements to reflect the correction of a
misstatement. Management has concluded, based on PCAOB Auditing Standard No. 2,
that the following material weaknesses exist as of December 31, 2004:

o             insufficient controls over the determination and application of
              generally accepted accounting principles with respect to the
              accounting for lease transactions and warrants issued to purchase
              the Company's common stock;

o             insufficient personnel resources and technical accounting
              expertise within the accounting function to resolve non-routine or
              complex accounting matters; and

o             insufficient controls over and review of the quarterly and
              year-end financial statements close and reporting process.

         These material weaknesses affected several financial statement accounts
and resulted in a restatement of previously issued financial statements as
discussed in Note 2(n) to the consolidated financial statements and Item 6 -
Selected Financial Data.

         As noted above, the Company is currently undergoing a comprehensive
effort to complete its assessment for compliance with Section 404 of the
Sarbanes-Oxley Act of 2002. There can be no assurance that as a result of the
ongoing evaluation of internal control over financial reporting, additional
material weaknesses will not be identified or that any significant deficiencies
or deficiencies identified, either alone or in combination with others, will not
be considered a material weakness.

         Deloitte & Touche LLP, the Company's independent registered public
accounting firm, has not yet completed its audit of the effectiveness of
internal control over financial reporting. As a result of the material
weaknesses discussed above, the Company expects that Deloitte & Touche LLP will
issue an adverse opinion with respect to the effectiveness of the Company's
internal control over financial reporting as of December 31, 2004.

(c) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

         During the most recent fiscal quarter, except for the changes discussed
above, there has been no change in the Company's internal control over financial
reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has
materially affected, or is reasonably likely to materially affect, its internal
control over financial reporting. As described in (b) above, the Company has
restated its consolidated financial statements for the years ended December 31,
2003 and 2002 and intends to address any significant deficiencies or material
weaknesses identified as a result of its ongoing assessment.

ITEM 9B. OTHER INFORMATION

         As noted in Item 9A of this Annual Report on Form 10-K, in connection
with the Company's assessment of its internal controls over financial reporting,
management reviewed, among other things, the Company's accounting practices for
a lease restructuring, deferred rent liabilities, lease purchase accounting,
warrant to issue Company stock, and an income tax contingency. Based on this
assessment, the Company has restated its consolidated financial statements for
the years ended December 31, 2003 and 2002 to adjust the accounting for these
items. For more information regarding the restatement, see "Management's
Discussion and Analysis of Financial Condition and Results of Operations --
Restatement of Consolidated Financial Statements" and in Note 2(n) and Note 14
to the consolidated financial statements.

PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

         Directors and Executive Officers - The Company incorporates herein by
reference the information concerning directors and executive officers contained
in its Proxy Statement for its 2005 Stockholders' Meeting to be filed within 120
days after the end of the Company's fiscal year (the "2005 Proxy Statement").

         Section 16(a) Beneficial Ownership Reporting Compliance - The Company
incorporates herein by reference the information concerning Section 16(a)
beneficial ownership reporting compliance contained in its 2005 Proxy Statement.

         Code of Ethics - The Company incorporates herein by reference the
information concerning its code of ethics contained in its 2005 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION

         The Company incorporates herein by reference the information concerning
executive officer and director compensation contained in the 2005 Proxy
Statement.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The Company incorporates herein by reference the information concerning
security ownership of certain beneficial owners and management contained in the
2005 Proxy Statement.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS


                                Number of       Weighted        Number of
                                Securities to   average         securities
                                be issued upon  exercise        remaining
                                exercise of     price of        available
                                outstanding     outstanding     for future
                                options         options,        issuance
                                warrants and    warrants and
                                rights          rights

Equity compensation plans
 approved by stockholders      1,882,000       $ 2.32            888,762
Equity compensation plans
  not approved by stockhold    1,250,000       $ 1.36                  -
Total                          3,132,000       $ 1.93            888,762


                                                      66
         The equity compensation plans not approved by stockholders consists of
warrants that are described in Note 7 to the consolidated financial statements
included in this Annual Report on Form 10-K and the 1998 Chief Executive
Officer's Plan.

         The 1998 Chief Executive Officer's Plan (the "Plan") was adopted to
induce Alfred S. Dominick, Jr. to become the Company's Chief Executive Officer
in August 1998. The Plan provided for the grant of an option to purchase
1,200,000 shares of the Company's common stock at an exercise price of $1.22. Of
the option grant, 200,000 vested in one-third increments over a three-year
period from August 1998 to August 2001. Another 500,000 vested based on the
achievement of specified trading prices for the Company's common stock. The
remaining 500,000 will vest subject to Mr. Dominick's continued employment and
upon the earlier of i) the Company's common stock trading above $25.00 per share
for sixty consecutive days, or ii) April 15, 2008.

         Additionally, the Company has no i) individual options, rights or
warrants assumed in any merger, acquisition or consolidation transaction; ii)
securities available for future issuance under a compensation plan other than
upon exercise of options, rights or warrants; and iii) equity compensation plan
that contains a formula for calculating the number of securities available for
issuance under the plan.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

         The Company incorporates herein by reference the information concerning
certain relationships and related transactions contained in the 2005 Proxy
Statement.

ITEM 14.   PRINCIPAL ACCOUNTING FEES AND SERVICES

         The Company incorporates herein by reference the information concerning
principal accounting fees and services and the audit committee's pre-approval
policies and procedures contained in the 2005 Proxy Statement.



<PAGE>



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) DOCUMENTS FILED AS PART OF THIS REPORT

         1. FINANCIAL STATEMENTS - See Item 8 of this Report

         2. FINANCIAL STATEMENT SCHEDULES - None

3.       EXHIBITS

 (b) EXHIBITS

  Exhibit No.                                                 Description
         3.1     Amended and Restated Certificate of Incorporation, dated June
                 14, 2002 (Incorporated herein by reference to Exhibit 3.1 to
                 the Company's Report on Form 10-Q for the quarter ended June
                 30, 2002).

         3.2     Bylaws of InteliData Technologies Corporation. (Incorporated
                 herein by reference to Appendix V to the Joint Proxy Statement
                 /Prospectus included in the Registration Statement on Form S-4
                 filed with the Commission on August 29, 1996, as amended, File
                 Number 333-11081).

         4.1     Rights Agreement, dated as of January 21, 1998, by and between
                 the Company and American Stock Transfer & Trust Company, as
                 Rights Agent. (Incorporated herein by reference to the
                 Registration Statement on Form 8-A filed with the Commission on
                 January 26, 1998).

       4.1.1     Amendment No. 1 dated May 24, 2000 to the Rights Agreement,
                 dated as of January 21, 1998, by and between the Company and
                 American Stock Transfer & Trust Company, as Rights Agent.
                 (Incorporated herein by reference to the Current Report on Form
                 8-A/A filed with the Commission on July 6, 2000).

        10.1     Description of InteliData Technologies Corporation Merger Stock
                 Compensation Plan. (Incorporated herein by reference to the
                 Company's Registration Statement on Form S-8, File Number
                 333-76631).

        10.2     InteliData Technologies Corporation 1996 Incentive Plan.
                 (Incorporated herein by reference to the Company's Registration
                 Statement on Form S-8, File Number 333-16115).

      10.2.1     Description of Amendment to the 1996 Incentive Plan.
                 (Incorporated herein by reference to the Company's Proxy
                 Statement filed with the Commission on August 6, 1999).

      10.2.2     Description of Amendment to the 1996 Incentive Plan.
                 (Incorporated herein by reference to the Company's Proxy
                 Statement filed with the Commission on April 24, 2000).

      10.2.3     Description of Amendment to the 1996 Incentive Plan.
                 (Incorporated herein by reference to the Company's Proxy
                 Statement filed with the Commission on April 20, 2001).

        10.3     InteliData Technologies Corporation Non-Employee Directors'
                 Stock Option Plan. (Incorporated herein by reference to the
                 Company's Registration Statement on Form S-8, File Number
                 333-16117).

               10.4 InteliData Technologies  Corporation Employee Stock Purchase
                    Plan.  (Incorporated  herein by reference  to the  Company's
                    Registration Statement on Form S-8, File Number 333-16121).

               10.5 Employment  Agreement dated April 5, 1999 between InteliData
                    Technologies   Corporation  and  Alfred  S.  Dominick,   Jr.
                    (Incorporated herein by reference to the Company's Report on
                    Form 10-Q for the quarter ended March 31, 1999).

               10.5.1 InteliData  Technologies  Corporation 1998 Chief Executive
                    fficer's Plan.  (Incorporated herein by reference to Exhibit
                    10 to the  Company's  Report on Form 10-K for the year ended
                    December 31, 1999).

          10.5.2 First  Amendment to  Employment  Agreement  between  InteliData
               Technologies Corporation and Alfred S. Dominick, Jr., dated April
               5, 2002  (Incorporated  herein by reference to Exhibit  10.5.2 to
               the Company's  Report on Form 10-Q for the quarter ended June 30,
               2002).

          10.5.3 Second  Amendment to Employment  Agreement  between  InteliData
               Technologies  Corporation  and  Alfred S.  Dominick,  Jr.,  dated
               January 14, 2003  (Incorporated  herein by  reference  to Exhibit
               10.5.3 to the  Company's  Report on Form 10-K for the year  ended
               December 31, 2002).

          10.5.4 Third  Amendment to  Employment  Agreement  between  InteliData
               Technologies Corporation and Alfred S. Dominick, Jr., dated April
               2, 2003.  (Incorporated  herein by reference to Exhibit 10.5.4 to
               the Company's Report on Form 10-Q for the quarter ended March 31,
               2003).

          10.5.5 Amended  and  Restated  Change In Control  Severance  Agreement
               between  InteliData   Technologies   Corporation  and  Alfred  S.
               Dominick,  Jr., dated February 3, 2003.  (Incorporated  herein by
               reference to Exhibit 10.5.5 to the Company's  Report on Form 10-K
               for the year ended December 31, 2003).

          10.5.6 Fourth  Amendment to Employment  Agreement  between  InteliData
               Technologies  Corporation  and  Alfred S.  Dominick,  Jr.,  dated
               January 5, 2004.  (Incorporated  herein by  reference  to Exhibit
               10.5.5 to the Company's Report on Form 10-Q for the quarter ended
               March 31, 2004).

          *    10.5.7 Fifth Amendment to Employment Agreement between InteliData
               Technologies Corporation and Alfred S. Dominick, Jr., dated March
               10, 2005.

          10.6 Employment and Non-Competition  Agreement dated December 17, 1997
               between  InteliData   Technologies   Corporation  and  Albert  N.
               Wergley.  (Incorporated  herein by reference to Exhibit 10 to the
               Company's  Report on Form 10-K for the year  ended  December  31,
               1997).

      10.6.1     Amendment to the Employment and Non-Competition Agreement
                 between InteliData Technologies Corporation and Albert N.
                 Wergley, dated June 14, 1999. (Incorporated herein by reference
                 to Exhibit 10 to the Company's Report on Form 10-K for the year
                 ended December 31, 1999).

          10.6.2 Amended  and  Restated  Change In Control  Severance  Agreement
               between  InteliData   Technologies   Corporation  and  Albert  N.
               Wergley,   dated  February  3,  2003.   (Incorporated  herein  by
               reference to Exhibit 10.6.2 to the Company's  Report on Form 10-K
               for the year ended December 31, 2003).

          *    10.6.3   Separation   Agreement  and  General   Release   between
               InteliData Technologies  Corporation and Albert N. Wergley, dated
               November 2, 2004.

          10.7 Employment  and  Non-Competition   Agreement  between  InteliData
               Technologies  Corporation and Michael E. Jennings, dated June 14,
               2000.  (Incorporated  herein by  reference  to  Exhibit 10 to the
               Company's Report on Form 10-Q for the quarter ended September 30,
               2000).

          10.7.1 Amended  and  Restated  Change In Control  Severance  Agreement
               between  InteliData  Technologies   Corporation  and  Michael  E.
               Jennings,   dated  February  3,  2003.  (Incorporated  herein  by
               reference to Exhibit 10.7.1 to the Company's  Report on Form 10-K
               for the year ended December 31, 2003).

          10.7.2   Separation   Agreement   between   InteliData    Technologies
               Corporation  and  Michael E.  Jennings,  dated  August 16,  2004.
               (Incorporated   herein  by  reference  to  Exhibit  10.1  to  the
               Company's Report on Form 10-Q for the quarter ended September 30,
               2004).

          10.7.3   Consultant   Agreement   between   InteliData    Technologies
               Corporation  and  Michael E.  Jennings,  dated  August 16,  2004.
               (Incorporated   herein  by  reference  to  Exhibit  10.2  to  the
               Company's Report on Form 10-Q for the quarter ended September 30,
               2004).

          10.8 Employment  and  Non-Competition   Agreement  between  InteliData
               Technologies  Corporation  and John R.  Polchin,  dated  April 8,
               2002.  (Incorporated  herein by  reference  to Exhibit 3.1 to the
               Company's  Report on Form  10-Q for the  quarter  ended  June 30,
               2002).

          10.8.1 Amended  and  Restated  Change In Control  Severance  Agreement
               between InteliData Technologies  Corporation and John R. Polchin,
               dated  February 3, 2003.  (Incorporated  herein by  reference  to
               Exhibit 10.8.1 to the Company's  Report on Form 10-K for the year
               ended December 31, 2003).

          10.9 Employment  and  Non-Competition   Agreement  between  InteliData
               Technologies  Corporation  and Karen  Kracher,  dated  August 16,
               2004.  (Incorporated  herein by  reference to Exhibit 10.3 to the
               Company's Report on Form 10-Q for the quarter ended September 30,
               2004).

          *    10.10 Letter of  Employment  Offer from  InteliData  Technologies
               Corporation  to Monique  Marcus  dated  September  24,  2004,  as
               amended.

          *10.10.1  2004  Change  of  Control   Agreement   between   InteliData
               Technologies  Corporation  and Monique L. Marcus,  dated December
               15, 2004.

          *10.10.2  2005  Change  of  Control   Agreement   between   InteliData
               Technologies  Corporation and Monique L. Marcus, dated January 3,
               2005.

   *   10.11     Director Compensation Arrangements.

          *    21.1  InteliData  Technologies  Corporation  List of  Significant
               Subsidiaries.

  *     23.1     Consent of Independent Registered Public Accounting Firm.

          *    31  Certification  of Principal  Executive  Officer and Principal
               Financial  Officer pursuant to Section 302 of the  Sarbanes-Oxley
               Act of 2002.

          *    32  Certification  of Principal  Executive  Officer and Principal
               Financial Officer pursuant to 18 U.S.C.  Section 1350, as adopted
               pursuant  to  Section  906 of  the  Sarbanes-Oxley  Act of  2002.
               ------------- * Filed herewith.


<PAGE>




                                                    SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange 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.
                           Chairman, Chief Executive Officer, and
                           Acting Chief Financial Officer
                           (Principal Executive Officer and Principal
                           Financial Officer)


         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                   Title                                    Date


/s/ Alfred S. Dominick, Jr. Chairman, Chief Executive Officer,    March 31, 2005
Alfred S. Dominick, Jr.     and Acting Chief Financial Officer


/s/ Karen Kracher           President and Chief Sales and         March 31, 2005
Karen Kracher               Marketing Officer


/s/ Monique L. Marcus       Vice President, Finance and Treasurer March 31, 2005
Monique L. Marcus            (Principal Accounting Officer)


/s/ Neal F. Finnegan        Director                              March 31, 2005
Neal F. Finnegan


/s/ Patrick F. Graham       Director                              March 31, 2005
Patrick F. Graham


/s/ Michael E. Jennings     Director                              March 31, 2005
Michael E. Jennings


/s/ L. William Seidman      Director                              March 31, 2005
L. William Seidman


/s/ Norman J. Tice          Director                              March 31, 2005
Norman J. Tice