================================================================================
                       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: December 31, 1999   Commission File Number 000-21685

                       INTELIDATA TECHNOLOGIES CORPORATION
             (Exact name of registrant as specified in its charter)

       DELAWARE                                                       54-1820617
     (State of incorporation)            (I.R.S. Employer Identification Number)

             11600 Sunrise Valley Drive, Suite 100, Reston, VA 20191
                    (Address of Principal Executive Offices)
                                 (703) 259-3000
               (Registrant's telephone number, 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

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

                     Common Stock par value $.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
    -----------       ----

State 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 [ X ].

The  aggregate  market value of the Common Stock held by  non-affiliates  of the
registrant on March 1, 2000, was approximately $535,301,682. In determining this
figure,  the  Registrant  has assumed that all of its  directors  and  executive
officers are affiliates.  Such assumptions should not be deemed to be conclusive
for any other purpose.

The number of shares of the  registrant's  Common Stock  outstanding on March 1,
2000 was 38,799,556.

                       DOCUMENTS INCORPORATED BY REFERENCE

Portions of InteliData  Technologies  Corporation's Proxy Statement for its 2000
Annual  Stockholder  Meeting,  to be held on May 24, 2000, are  incorporated  by
reference into Part III of this Report.
================================================================================
<PAGE>

                       INTELIDATA TECHNOLOGIES CORPORATION

                         1999 ANNUAL REPORT ON FORM 10-K

                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----

PART I
------

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

Item 2.  Properties............................................................7

Item 3.  Legal Proceedings.....................................................7

Item 4.  Submission of Matters to a Vote of Stockholders.......................7


PART II
-------

Item 5.  Market for Registrant's Common Stock and Related Stockholder Matters..8

Item 6.  Selected Financial Data...............................................9

Item 7.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations................................................10

Item 7a. Quantitative and Qualitative Disclosures about Market Risk...........21

Item 8.  Financial Statements and Supplementary Data..........................22

Item 9.  Changes in and Disagreements with Accountants on Accounting
         and Financial Disclosure.............................................40


PART III
--------

Item 10. Directors and Executive Officers of the Registrant...................41

Item 11. Executive Compensation...............................................42

Item 12. Security Ownership of Certain Beneficial Owners and Management.......42

Item 13. Certain Relationships and Related Transactions.......................42


PART IV
-------

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K......43

<PAGE>


                                     PART I

ITEM 1.  BUSINESS
-----------------

GENERAL

         InteliData  Technologies  Corporation  ("InteliData"  or the "Company")
develops and markets software products and consulting services for the financial
services  industry.  The Company  supplies  Internet  Banking  and bill  payment
software to financial institutions that want to provide their own remote banking
services.  The Company provides internet hosting and service bureau solutions to
financial  institutions.  The Company  also  provides  maintenance  contracts on
customer  installations  and leases  Caller ID adjunct  units to customers in US
West Communications, Inc. ("US West") territory.

     The Company  develops  and markets  software  products  and  implementation
services  to  assist  financial  institutions  in  their  Internet  Banking  and
electronic  bill  payment  initiatives.  The  products  are  designed  to assist
consumers  in  accessing  and   transacting   business   with  their   financial
institutions electronically,  and to assist financial institutions in connecting
to and transacting  business with third party processors.  The services focus on
consulting and maintenance agreements that support the Company's products.

     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.

INDUSTRY BACKGROUND

     The Company  provides  software  products  and  implementation  services to
financial  institutions  whose  processes  and systems are subject to regulatory
approvals. Internet Banking is a developing marketplace.  Financial institutions
are gradually  expanding their Internet Banking services to permit customers not
only to access historical account information from remote locations, but also to
engage  in  transactions  such as  paying  bills  and  transferring  funds.  The
Company's future growth and  profitability  will depend,  in part, upon consumer
acceptance of Internet  Banking and bill payment and  presentment  processes and
the speed at which such acceptance occurs.

PRODUCTS AND SERVICES

     The  Company's  business  strategy  is to develop  products  and  services,
including  software,  to meet the  needs of  financial  institutions  and  their
customers  in the  Internet  Banking  markets.  The  Company  strives to develop
products  with broad  appeal that are  easy-to-use,  practical  and built around
common industry standards.

     The Company's  strategy is to support  financial  institutions by providing
products and services that help them deploy Internet Banking to their customers.
The  Company's   products  and  services  are  designed  to  provide   financial
institutions with the capability to process
 <PAGE>

banking  transactions from multiple  channels,  including personal computers and
the internet. The following represent the Company's products and services:


Internet Banking

o  InterposeTM Transaction Engine
   ------------------------------

     The Interpose  Transaction  Engine is the heart of the  Company's  Internet
Banking software system.  It runs on the financial  institution's  host computer
system, providing real-time connectivity to remote delivery channels. Along with
this critical host connection,  the Interpose Transaction Engine provides robust
customer  profiling  and control over system  security.  Its Advanced  Financial
Message Set gives financial  institutions the  functionality to offer a complete
range of online financial services.

o  InterposeTM OFX Gateway
   -----------------------

     The Interpose OFX Gateway allows a financial  institution to take advantage
of the Open Financial  Exchange ("OFX")  standard to directly support  customers
who use Intuit Quicken(R),  Microsoft  Money(R),  and other OFX compliant client
software.  It supports  synchronized  information  across all delivery channels,
including personal computers and the internet.

o  InterposeTM Payment Warehouse
   -----------------------------

     The Interpose Payment  Warehouse  provides a software solution to financial
institutions  that automates bill payment  processing while giving the financial
institution the benefit of tracking  payment  activity and integrating  delivery
channels.

o  Consulting Services
   -------------------

     The  Company   offers  its  clients   consulting   services  to  assist  in
implementation,  training and  customization  on a time and materials basis, and
provides  maintenance  and support  services and software  upgrades  pursuant to
agreements which are typically renewable on an annual basis.  Additionally,  the
Company offers consulting  services regarding the application and feasibility of
implementing  Internet  Banking  products within the bank's  mainframe  computer
system.

Leasing Activities

     The Company leases Caller ID adjunct units under an agreement with US West,
whereby the Company  leases Caller ID units directly to US West  customers.  The
leasing program enables  subscribers to pay a monthly fee for the equipment.  In
1996,  US West  ceased  leasing new Caller ID adjunct  units under the  program.
Notwithstanding  the  termination of this program,  previously  existing  leases
remain in effect.  Although  the Company is not able to  estimate  the effect on
future operations of the discontinuation of the

 <PAGE>

leasing program,  the number of active records in the Company's  installed lease
base has historically  decreased at a rate of approximately  30% per year. There
can be no  assurance  that this  trend or the  realized  gross  margins on these
revenues will continue. In January, 2000, the Company received notification from
its billing agent regarding  proposed  changes to the billing process for the US
West  Caller ID Lease  Base.  The  pending  changes,  which  could  require  the
Company's  lease billings to be removed from the US West customer  bills,  could
have a substantial  effect on the rate of decline of the lease base, the cost of
billing, and the Company's ability to pursue collections. Any changes in billing
procedures could negatively affect the Company's  revenue,  cost of sales, gross
margin, and cash flow in future periods.

MARKETING AND DISTRIBUTION

     The  Company  sells  its  principal  products  and  services  to  financial
institutions  in the United States.  Additionally,  the Company leases Caller ID
adjunct  units in the US West  territory.  As noted above,  the Company does not
market its Caller ID lease business to new customers.

     The Company concentrates its marketing efforts on direct sales to financial
institutions. Currently, the Company is marketing to financial institutions that
operate large IBM  mainframe  processors  in the United  States.  The Company is
developing  products and services to assist  financial  institutions who want to
provide their  customers  with the ability to access  certain  information  from
their accounts and to complete  transactions with those institutions  concerning
bill  payments,  loan payments,  online  transfers and other  transactions  from
remote locations via personal computers.

COMPETITION

     The Company's  products and services face competition from several types of
competitors.  Some  financial  institutions  have elected to develop  internally
their own Internet Banking solutions instead of purchasing products and services
from the Company or third parties. Financial institutions may also contract with
service bureaus,  such as Checkfree Corp., S-One, Inc., Digital Insight, Inc. or
Online Resources,  Inc., to obtain Internet Banking services.  Finally, a number
of  other  software  companies,  including  Corillian  Corporation  and  Destiny
Software Corporation, offer products and services that compete with those of the
Company.

     The Company expects that competition in all of these areas will increase in
the near future. The Company believes that a principal competitive factor in its
markets is the ability to offer an integrated system of various Internet Banking
products  and  services.  Competition  will be based  upon  price,  performance,
customer  service and the  effectiveness  of marketing  and sales  efforts.  The
Company competes in its various markets on the basis of its  relationships  with
strategic  partners,  by developing  many of the products  required for complete
solutions,  by leveraging market  experience,  and by building reliable products
and offering those products at reasonable prices.
<PAGE>


PRODUCT DEVELOPMENT

     The Company  operates in industries  that are rapidly growing and changing.
In an effort to improve the Company's  position with respect to its competition,
the Company has focused management  efforts in the area of product  development.
In 1999, 1998 and 1997, the Company's research and development expenditures were
$4,115,000,  $2,652,000 and $4,347,000,  respectively.  At December 31, 1999, 54
employees  were engaged in product  development.  At March 1, 2000, 83 employees
were engaged in product development.

     The  Company's  product  development  efforts are  focused on software  and
systems for electronic banking. In particular,  the Company applies its research
and  development  expenditures  to data  transaction  processing  and  messaging
software.  The Internet Banking  industry is  characterized by rapid change.  To
keep pace with this change,  the Company maintains an aggressive  program of new
product  development  and  dedicates  considerable  resources  to  research  and
development to further enhance its existing  products and to create new products
and  technologies.  The Company's  ability to attract and retain highly  skilled
research and  development  personnel is  important  to the  Company's  continued
success.

GOVERNMENT REGULATION

     Although it has recently undergone  significant  deregulation,  the banking
market,  which the Company has targeted for  marketing,  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 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, intellectual property rights of such parties.

EMPLOYEES

     At December 31,  1999,  the Company had  approximately  80  employees.  The
Company has no collective  bargaining agreements with its employees and believes
that it has a positive
 <PAGE>

relationship with its employees. At March 1, 2000, the Company had approximately
107 employees.

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

     The Company moved its headquarters in the second quarter of 1999 to Reston,
Virginia,   where  it  leases  17,000  square  feet  of  office  space  from  an
unaffiliated  party.  This lease  expires in January  2004.  The Company  leases
11,000  square feet of office space from an  unaffiliated  party for its product
development  facilities in Toledo, Ohio. The Ohio lease expires in January 2004.
The Company also has short-term  leases for other,  less significant field sales
office facilities.

     The  Company  sold a 63,000  square  foot  manufacturing  and  distribution
facility in New Milford, Connecticut in January, 2000.

     In March,  2000, the Company leased 7,500 square feet of additional  office
space in Reston,  Virginia from an unaffiliated to provide additional facilities
for product development close to its already existing headquarters facility.

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 of such
routine  litigation  will be likely  to have a  material  adverse  effect on the
Company's financial condition or results of operations.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF STOCKHOLDERS
--------------------------------------------------------

         None.


<PAGE>


                                     PART II

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

     The Company's  common stock is traded on the Nasdaq  National  Market 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:

                                         Price Range of Common Stock
                                        ----------------------------
                                            High                 Low
                                       --------------       ------------

1999
         Fourth Quarter                $  4 29/32           $  1  7/32
         Third Quarter                    4   3/8              2  1/32
         Second Quarter                   6   1/2              1  7/32
         First Quarter                    1 27/32              1  1/16

1998
         Fourth Quarter                $  1   7/8           $      5/8
         Third Quarter                    1   1/2                 9/16
         Second Quarter                   3                      15/16
         First Quarter                    3 13/16              1   7/8

     On March 1, 2000,  the last reported  sales price for the Company's  common
stock was $14 3/16.

     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.

     The number of stockholders of record at March 1, 2000 was 476, and does not
include those stockholders who hold shares in street name accounts.

<PAGE>


ITEM 6.   SELECTED FINANCIAL DATA
---------------------------------

                       INTELIDATA TECHNOLOGIES CORPORATION
                             Selected Financial Data
                      (in thousands, except per share data)
<TABLE>
                                                                   Year Ended December 31,
                                             ------------------------------------------------------------------
                                                1999            1998          1997         1996           1995
                                             -----------    -----------    ---------    ----------     ---------
<S>                                          <C>            <C>             <C>         <C>            <C>

Results of Operations
---------------------
Revenues                                     $    10,416    $    10,027    $  12,521    $    4,795     $   4,186
Cost of revenues                                   3,065          2,656        6,847         2,762         2,470
Operating expenses                                12,822         11,861       18,108        16,236         6,877
                                             -----------    -----------    ---------    ----------     ---------
Operating loss                                    (5,471)        (4,490)     (12,434)      (14,203)       (5,161)
Other income (expense)                               350            874        1,271        (2,391)          443
                                             -----------    -----------    ---------    ----------     ---------
Loss  from continuing operations                  (5,121)        (3,616)     (11,163)      (16,594)       (4,718)
Discontinued operations                            3,226        (34,223)     (78,931)<F1>  (79,133)<F1>       --
                                             -----------    -----------    ---------    ----------     ---------
Net loss                                          (1,895)       (37,839)     (90,094)      (95,727)       (4,718)

Preferred stock dividend requirement              (1,936)<F2>        --           --            --          (681)
                                             -----------    -----------    ---------    ----------     ---------
Net loss attributable to common
      shareholders                           $    (3,831)   $   (37,839)   $ (90,094)   $  (95,727)    $  (5,399)
                                             ===========    ===========    =========    ==========     =========
Basic and diluted loss from continuing
 operations per common share                 $     (0.21)   $     (0.11)   $   (0.35)   $    (0.90)    $   (0.50)
                                             ===========    ===========    =========    ==========     =========
Basic and diluted income (loss) from
 discontinued operations per common share    $      0.10    $     (1.09)   $   (2.50)   $    (4.31)    $    0.00
                                             ===========    ===========    =========    ==========     =========

Basic and diluted loss per common share      $     (0.11)   $     (1.20)   $   (2.85)   $    (5.21)    $   (0.50)
                                             ===========    ===========    =========    ==========     =========

Basic and diluted weighted average shares         33,367         31,450       31,574        18,370        10,772
        outstanding                          ===========    ===========    =========    ==========     =========

FINANCIAL POSITION (as of December 31):
---------------------------------------

Cash, cash equivalents and
   short-term investments                    $     8,496    $     8,050    $  11,359    $   39,062     $  25,120
Total assets                                      11,281          9,998       46,702       130,038        40,252
Long-term debt                                        --             --           --            --            --
Stockholders' equity                               7,087            331       37,069       124,289        37,733
<FN>
<F1>Discontinued  operations  results for 1997  include  $65,200,000  of unusual
     charges  related  to  impairment  of  assets,  restructuring  charges,  and
     valuation  adjustments  relating to  inventories.  Discontinued  operations
     results for 1996 include  $72,300,000 of nonrecurring  in-process  research
     and development expenses related to the Mergers.

<F2> Preferred  stock  dividends  for 1999  include the effects of  accretion of
     discounts  arising  from  the  allocation  of  proceeds  from  issuance  of
     preferred  stock to warrants  and a  beneficial  conversion  feature.  Such
     preferred stock was converted to common stock in late 1999.
</FN>
</TABLE>

<PAGE>


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

Overview

     InteliData  develops and markets software products and consulting  services
for the financial services  industry.  The Company supplies Internet Banking and
bill payment software to financial  institutions  that want to provide their own
remote  banking  services.  The Company also provides  maintenance  contracts on
customer  installations  and leases  Caller ID adjunct  units to customers in US
West Communications, Inc. ("US West") territory.

     The Company  develops  and markets  software  products  and  implementation
services  to  assist  financial  institutions  in  their  Internet  Banking  and
electronic  bill  payment  initiatives.  The  products  are  designed  to assist
consumers  in  accessing  and   transacting   business   with  their   financial
institutions electronically,  and to assist financial institutions in connecting
to and transacting  business with third party processors.  The services focus on
consulting  and  maintenance  agreements  that support the  Company's  products.
Additionally, during the fourth quarter of 1997, the Company received $5 million
relating  to  royalties  due to the  Company  from Visa.  The cash  payment  was
recorded as deferred  revenue and was  recognized  into revenues over a two-year
period in accordance with the terms of the agreement.

Background

     The Company was  incorporated on August 23, 1996 under the Delaware General
Corporation  Law in order to effect the mergers  ("Mergers")  of US Order,  Inc.
("US Order") and Colonial Data Technologies Corp. ("Colonial Data"). On November
7, 1996,  the Mergers were  consummated  with each share of outstanding US Order
and  Colonial  Data common  stock being  exchanged  for one share of  InteliData
common stock.  Accounting  for the Mergers was treated as a purchase of Colonial
Data by US Order.

     Effective  September  30,  1996,  US Order  acquired the business of Braun,
Simmons & Co., an Ohio  corporation  ("Braun  Simmons"),  for  approximately  $7
million,  including US Order transaction costs,  consisting of cash and US Order
common stock  pursuant to the merger of Braun  Simmons into US Order (the "Braun
Simmons  Acquisition").  Braun  Simmons  was  an  information  engineering  firm
specializing  in the  development  of Internet  Banking  solutions for financial
institutions. The acquisition expanded the Company's product line for both large
and small financial institutions.

     As a result of the  Mergers  and Braun  Simmons  Acquisition,  the  Company
operated its business in three operating  segments:  Internet Banking  (formerly
electronic commerce), telecommunications, and interactive services.

     During the fourth quarter of 1997,  the Company  announced its intention to
sell the interactive  services  division.  The division had been  established to
provide  interactive  applications  for use on smart  telephones and other small
screen devices,  such as alpha-numeric  pagers,  Personal  Communication Systems
("PCS") devices and personal digital  assistants  ("PDAs").  Certain portions of
the interactive services division were sold in the first quarter of
<PAGE>

     1998 for a nominal sum.

     During the second quarter of 1998,  the Company  announced its intention to
discontinue the telecommunications business, other than the leasing of Caller ID
adjuncts, formerly transacted by Colonial Data. The division designed, developed
and marketed  telecommunications  products  including  Caller ID adjunct  units,
smart  telephones and small business  telecommunications  systems that supported
intelligent  network  services  developed and  implemented  by the regional Bell
operating companies and other telephone companies.

     Accordingly,  the Company has reclassified prior year financial  statements
to account for the discontinued operations.

RESULTS OF OPERATIONS - YEARS ENDED DECEMBER 31, 1999 AND 1998

Revenues

     The Company's  revenues were $10,416,000 in 1999 compared to $10,027,000 in
1998,  an increase  of  $389,000.  The  increase is  attributable  to  increased
revenues for software and services, offset by the expected reduction in billable
Caller ID leases and  royalties.  During  1999,  software  revenues  contributed
$2,152,000,  consulting and services  contributed  $1,992,000 and other revenues
contributed  $6,272,000.  Other  revenues  consisted of $3,923,000  from leasing
activities and $2,349,000 from royalties relating to the Visa Bill-Pay System.

     During  1998,  the  Company   earned   $812,000  from  software  sales  and
installations,  $1,138,000  from  consulting and services,  and $8,077,000  from
other revenues.  Other revenues  consisted  primarily of $5,344,000 from leasing
activities and $2,620,000 from royalty arrangements.

     During 1999, the Company  continued to sell software that assists financial
institutions  in connecting  customers  who bank via the  internet.  Also during
1999, the Company began to sell outsourced  solutions to financial  institutions
in the form of a service  bureau and  internet  hosting  services.  The  Company
expects  that  revenues  generated  in 2000 will be a direct  result of software
sales and  installations,  the related consulting  business,  and customer/click
fees from the installed  outsourced  solutions.  Additionally,  during 2000, the
Company expects to recognize a decrease in the Caller ID leasing  business.  The
number of active records in the Company's  installed lease base has historically
decreased  at a rate of  approximately  30% per year.  During  1999,  InteliData
received  notification from its billing agent regarding  proposed changes to the
billing process for the US West Caller ID Lease Base. The pending changes, which
could  require the  Company's  lease  billings to be removed from the U.S.  West
customer  bills,  could have a substantial  effect on the rate of decline of the
lease  base,  the  cost  of  billing,   and  the  Company's  ability  to  pursue
collections.  Any  changes in billing  procedures  could  negatively  affect the
Company's revenue, cost of sales, gross margin, and cash flow.

       During 2000,  the Company also expects to see a  significant  decrease in
the revenues  recorded for royalties from the sale of  bill-payment  software to
VISA  Interactive that occurred in 1995 and that was amended by the 1997 sale of
VISA Interactive to Integrion.  The
<PAGE>

$5,000,000 royalty  pre-payment made in 1997, was fully recognized as revenue by
October, 1999.

Cost of Revenues and Gross Profit

     The Company's cost of revenues increased by $409,000 to $3,065,000 for 1999
compared to  $2,656,000  in 1998.  The increase is primarily  due to a change in
product mix, and increase in cost of revenues for software and services,  offset
by the expected decrease in the cost of revenues for the caller ID lease base.

     The Company expects its gross margin  percentages to vary in future periods
based  upon the  revenue  mix  between  software  sales,  service  revenues  and
outsourced services,  and based upon the composition of services revenues earned
during the period.  As the Company  modifies its business  model,  cost of sales
should increase based on the higher costs  associated with the operations of the
service bureau and hosting businesses.

General and Administrative

     General and administrative expenses decreased $16,000 to $6,224,000 in 1999
from  $6,240,000 in 1998.  The decrease was primarily  attributable  to a slight
reduction  in employee  expenses  associated  with a lower  employee  headcount.
Management expects increases in general and  administrative  expenses in 2000 as
the  Company  leases  additional  facility  space  and  increases  its  employee
headcount.

Selling and Marketing

     Selling and  marketing  expenses  decreased  $486,000 to $2,483,000 in 1999
from  $2,969,000 in 1998. The decrease is primarily  attributed to reduced costs
associated with employees, trade shows, and travel. Management expects increases
in selling and marketing  expenses in 2000 to promote the  Company's  brand name
and expanded product and service offerings.

Research and Development

     Research and development  costs increased  $1,463,000 to $4,115,000 in 1999
compared to  $2,652,000  in 1998.  The increase is primarily  attributed  to the
increase of the workforce,  travel, and employee expenses. The Company primarily
incurred research and development expenses in writing the Interpose  Transaction
Engine  for  the  Open  Financial   Exchange  ("OFX")  standard,   creating  the
infrastructure  and systems for the service bureau and hosting  businesses,  and
developing  upgrades of past software products.  Management expects increases in
research and development expenses during 2000 due to hiring additional employees
who will work on  customer  implementations,  new product  development,  and the
hosting and service bureau businesses.

Other Income, Net

     Other  income,  net  decreased  $524,000 to  $350,000  in 1999  compared to
$874,000 in
<PAGE>

1998. The decrease is largely  associated  with lower interest income due to the
use of cash and cash equivalents and short-term investments during the year.

Income Taxes

     Income taxes were zero for the years ended  December 31, 1999 and 1998.  At
December 31, 1999, the Company had net operating loss  carryforwards for federal
income tax purposes of approximately $117 million which expire by 2013. However,
use of  these  net  operating  losses  in  future  years  may be  limited  under
applicable  tax laws and  regulations  as a result of the  Mergers and the Braun
Simmons Acquisition.

Discontinued Operations

     The gain from operations of  telecommunications  and  interactive  services
divisions (net of income taxes) was  $3,226,000  compared to loss of $18,049,000
for the  years  ended  December  31,  1999 and 1998,  respectively.  The loss on
disposal  of   telecommunications   and  interactive   services   divisions  was
$16,174,000 for the year ended December 31, 1998.

     During 1999, the gain of $3,226,000 is attributable to specific events that
occurred  during  the  year  including:   favorable   settlements   with  former
telecommunications  customers, the success of other settlements with vendors and
negotiated expense settlements,  aggressive collection efforts, and experiencing
lower than  anticipated  shut-down  costs such as warranty and customer  service
expenses associated with closing down the discontinued operations.

     As of December 31, 1999,  the Company had $69,000 in remaining  liabilities
related  to  the  discontinued  operations.  The  sole  asset  remaining  in the
discontinued   operations   at  year-end   was  the  building  in  New  Milford,
Connecticut.  The building was sold during January,  2000. Liabilities remaining
in the  discontinued  operations  include a reserve for potential  environmental
clean-up  at the New  Milford  location,  costs  for legal  shut-down  of former
operating  subsidiaries,  costs  associated  with  the  sale  of  the  building,
potential  warranty  costs,  and  further  potential  settlements  with  telecom
customers and others.

Loss from Continuing Operations, Net Loss and Weighted Average Shares

     As a result of the foregoing factors,  loss from continuing  operations was
$5,121,000  and  $3,616,000  for the years  ended  December  31,  1999 and 1998,
respectively. Basic and diluted loss from continuing operations per common share
was  $0.21  and  $0.11  for  the  years  ended   December  31,  1999  and  1998,
respectively.  Net loss was  $1,895,000  and  $37,839,000  for the  years  ended
December  31, 1999 and 1998,  respectively.  Basic and  diluted  loss per common
share  attributable  to  common  stockholders  was $0.11 and $1.20 for the years
ended  December 31, 1999 and 1998.  The  weighted  average  shares  increased to
33,367,000 in 1999 from  31,450,000 in 1998 primarily as a result of exercise of
stock options and  conversion of the  Company's  Series B Convertible  Preferred
stock.

     In accordance with generally accepted  accounting  principles,  portions of
the  proceeds
<PAGE>

from the sale of the  Company's  Series B  Preferred  Stock  were  allocated  to
certain  warrants  and to  the  Preferred  stock's  conversion  feature.  On the
Company's statement of operations, "Preferred stock dividend requirement" in the
amount  of  $1,936,000  is  added  to the  net  loss  to  arrive  at  "Net  Loss
attributable to common  stockholders." On November 10, 1999, all of the Series B
Preferred Stock has been converted into common stock.

RESULTS OF OPERATIONS - YEARS ENDED DECEMBER 31, 1998 AND 1997


Revenues

     The Company's  revenues were $10,027,000 in 1998 compared to $12,521,000 in
1997,  a decrease of  $2,494,000.  The primary  reason for the  decrease was the
expected  reduction in billable  Caller ID leases which was partially  offset by
increased royalty revenues. During 1998, software revenues contributed $812,000,
consulting and services  contributed  $1,138,000 and other revenues  contributed
$8,077,000.  Other  revenues  consisted of $5,344,000  from leasing  activities,
$2,620,000  from royalties  relating to the Visa Bill-Pay  System,  and $113,000
from monthly service fees.

     During  1997,  the  Company  earned  $1,040,000  from  software  sales  and
installations,  $1,229,000  from consulting and services,  and $10,252,000  from
other revenues.  Other revenues consisted of $8,570,000 from leasing activities,
$625,000 from royalty  arrangements,  $697,000 from customer consulting services
and $360,000 from monthly service fees.

     During 1998, the Company  continued to transition from providing  primarily
back-end  processing support to financial  institutions to selling software that
assists  financial  institutions  in  connecting  customers who bank from remote
locations, either from a personal computer or telephone.

Cost of Revenues and Gross Profit

     The Company's  cost of revenues  decreased by $4,191,000 to $2,656,000  for
1998 compared to $6,847,000  in 1997.  The decrease is primarily  related to the
change in the product  mix and  decreased  costs on the Caller ID adjunct  lease
base, which earned 62% gross profit margins in 1998 compared to 45% gross profit
margins in 1997. The increased  margins on the Caller ID leasing  activities are
attributed  primarily to the Caller ID adjunct units becoming fully  depreciated
in the first quarter of 1998.

     The Company expects its gross margin  percentages to vary in future periods
based upon the revenue mix between  software sales,  service  revenues and other
revenues and based upon the  composition of services  revenues earned during the
period.

General and Administrative

     General and administrative  expenses decreased  $1,236,000 to $6,240,000 in
1998 from  $7,476,000 in 1997. The decrease was primarily  attributable  to cost
saving  measures   implemented  in  reducing  staff  employment  and  facilities
expenses.
<PAGE>

Selling and Marketing

     Selling and marketing expenses  decreased  $1,281,000 to $2,969,000 in 1998
from  $4,250,000 in 1997. The decrease is primarily  attributed to the inclusion
of  $2,456,000 in  advertising  credits that were charged to operations in 1997.
The Company  adjusted the carrying value of a receivable  from the sale of stock
associated with advertising  credits based on the Company's  expected use of the
credits. Exclusive of this transaction,  selling and marketing expenses actually
increased $1,175,000.  This increase in recurring selling and marketing expenses
was  primarily  related to increases in the  Company's  labor force,  travel and
professional services, advertising, sales promotion, and trade shows.

Research and Development

     Research and development  costs decreased  $1,695,000 to $2,652,000 in 1998
compared to  $4,347,000  in 1997.  The decrease is primarily  attributed  to the
reduction of the workforce and  elimination  of certain  departments  within the
research and development  group.  The Company  primarily  invested  research and
development  expenses in writing the Interpose  Transaction  Engine for the Open
Financial Exchange ("OFX") standard.

Unusual Charges

     For the year ended  December  31,  1997,  the Company  incurred a charge to
operations  of  $2,035,000  for the  remaining  unamortized  costs of intangible
assets  associated  with the Braun Simmons  Acquisition  due to impairment.  The
impairment  was measured  based on the excess of the net  carrying  value of the
asset over the asset's  fair value.  The fair value of the asset was  determined
based on estimates of future discounted cash flows to be generated by the asset.

Other Income, Net

     Other  income,  net  decreased  $397,000 to  $874,000  in 1998  compared to
$1,271,000 in 1997. The decrease is largely  associated with declining  interest
income  as a  result  of the use of cash  and cash  equivalents  and  short-term
investments during the year.

Income Taxes

     Income taxes were zero for the years ended  December 31, 1998 and 1997. Tax
benefits  arising  from net  operating  losses  were fully  offset by  valuation
allowances.

Discontinued Operations

     The loss from operations of  telecommunications  and  interactive  services
divisions (net of income taxes) was  $18,049,000  and  $78,931,000 for the years
ended  December  31,  1998  and  1997,  respectively.  The loss on  disposal  of
telecommunications  and interactive  services  divisions was $16,174,000 for the
year ended December 31, 1998.
<PAGE>

     During 1998, the loss from operations of telecommunications and interactive
services  divisions  (net of income  taxes)  included  $13,784,000  in inventory
adjustments.  The loss on disposal of telecommunications and interactive service
divisions  consisted of  $2,696,000  in expected  sales  returns,  $3,539,000 in
property  adjustments,  $3,010,000  in  provisions  for customer  accounts,  and
$6,929,000 in actual and expected  losses from  operations  from the measurement
date through the date of disposal.

     The Company  recorded a provision  for corporate  restructuring  during the
third  quarter of 1997 of  $1,003,000.  This  amount  consisted  of  $771,000 in
employee  reduction and related  matters,  $190,000 in obsolete  equipment,  and
$42,000 in facilities  closings.  During the fourth quarter of 1997, the Company
incurred employee  reductions and relocation expenses  aggregating  $177,000 and
recorded a write-down  of obsolete  equipment  of  $190,000.  As of December 31,
1997, the Company had $636,000 in remaining  restructuring  accruals recorded on
its books. The Company expended these amounts in 1998.  Additional accruals were
posted for closing operations during 1998.

     During  the third  quarter  of 1997,  the  Company  announced  a  strategic
repositioning of the Company's  telecommunications  division. In connection with
this repositioning and the aforementioned corporate restructuring, the Company's
management  evaluated its  financial  position and  determined  that it would be
appropriate to charge to discontinued operations the remaining unamortized costs
of intangible  assets due to impairment,  adjust  inventory  carrying amounts to
market value, and reflect certain additional  restructuring  charges,  including
charges for separation agreements with employees and charges associated with the
termination  of a joint  venture  agreement.  Such third  quarter  1997  charges
aggregated $49,246,000 for the impairment of intangible assets;  $11,333,000 for
inventories and commitments;  $1,003,000 for restructuring  charges (see above);
$1,434,000 for separation  agreements;  and $3,653,000 for assets  relating to a
joint  venture.  The impairment was based on the excess of the carrying value of
the assets  over the  assets'  fair  values.  The fair value of the assets  were
generally  determined as the estimates of future discounted cash flows generated
by those assets.

Loss from Continuing Operations, Net Loss and Weighted Average Shares

     As a result of the foregoing factors,  loss from continuing  operations was
$3,616,000  and  $11,163,000  for the years  ended  December  31, 1998 and 1997,
respectively. Basic and diluted loss from continuing operations per common share
was  $0.11  and  $0.35  for  the  years  ended   December  31,  1998  and  1997,
respectively.  Net loss was  $37,839,000  and  $90,094,000  for the years  ended
December  31, 1998 and 1997,  respectively.  Basic and  diluted  loss per common
share was $1.20 and $2.85 for the years ended  December  31, 1998 and 1997.  The
weighted  average shares decreased to 31,450,000 in 1998 from 31,574,000 in 1997
primarily as the result of the repurchase of treasury stock in late 1997.

LIQUIDITY AND CAPITAL RESOURCES

     During  1999,  the  Company's   cash,   cash   equivalents  and  short-term
investments  increased  by  $446,000.  At  December  31,  1999,  the Company had
$8,496,000 in cash and cash  equivalents,  working  capital of $6,434,000 and no
long-term debt.

<PAGE>
     The  Company's  cash  requirements  for  operating  activities in 1999 were
financed  primarily by approximately  $5,670,000 from proceeds from the issuance
of Series B Convertible  Preferred Shares and other issuances of common stock in
the amount of  $2,435,000.  Most of the common stock issuance was in the form of
stock  option  exercises.  These  cash  proceeds  were  offset  by cash  used in
operations of $5,251,000.

     The Company's  principal needs for cash in 1999 were for funding  operating
losses,  investments  in property and  equipment  and to fund  working  capital,
primarily   related  to  accrued   expenses,   deferred  revenues  and  accounts
receivable.  The Company  funded an increase in accounts  receivable of $724,000
for the year ended  December 31, 1999.  The increase in accounts  receivable  is
attributed to the timing of receipts for services performed.  The Company's cash
position benefited from an increase in accounts payable of $999,000.

     Net cash used by investing activities  aggregated $433,000 during 1999 from
the purchase of capital equipment.

     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 which will carry on beyond  December 31, 1999. Such
obligations include  satisfaction of product royalties and license fees, further
potential  settlements  with  telecom  customers,   providing  product  warranty
service,  selling fees, environmental escrow, and issues related to the shutdown
of warehouse  facilities,  and final  closedown of all operating  activities and
compliance with all federal and state regulatory requirements.

     As of December 31, 1999,  the Company had $69,000 in remaining  liabilities
related  to  the  discontinued  operations.  The  sole  asset  remaining  in the
discontinued   operations   at  year-end   was  the  building  in  New  Milford,
Connecticut.  The building was sold during January 2000.  Liabilities reamaining
in the  discontinued  operations  include a reserve for potential  environmental
clean-up  at the New  Milford  location,  costs  for legal  shut-down  of former
operating  subsidiaries,  costs  associated  with  the  sale  of  the  building,
potential  warranty  costs,  and  further  potential  settlements  with  telecom
customers and others.

     At December 31, 1999, including  discontinued  operations,  the Company had
$6,434,000 in working capital and $7,087,000 in shareholders' equity.

     On January 20,  2000,  the sale of the  Company's  stake in Home  Financial
Network,  Inc. was  completed.  As a result of this sale,  the Company  received
$5,867,000 in cash and 1,770,000 shares of Sybase  (SYBS-NASDAQ) stock, that had
a  valuation  of  $33,405,000  as of January  20,  2000.  The total value of the
transaction is approximately  $39,272,000.  An escrow account was established to
provide Sybase,  Inc.  indemnity  protection  against possible claims that might
arise  against HFN.  Currently,  133,000  shares of Sybase  owned by  InteliData
remain in escrow, along with $440,000 of cash. These amounts reflect 7.5% of the
transaction proceeds.

     The Company  expects that its current working capital and the proceeds from
the  closing of the sale of the  Company's  investment  in HFN will  provide the
ability to continue to

 <PAGE>

fund  operating  losses and fund the purchase of equipment  and fixtures used in
the operation of the business.

     In addition, the Company's accuracy in predicting revenues and cash flow is
limited in that the sale of the  Company's  core product is dependent to a large
degree on the banking industry's willingness to invest in a new market, internet
banking.  This market  segment is slowly  evolving and is subject to a number of
variables in 2000 that will  determine the timing and quantity of new sales that
the  Company  is able to  achieve.  Such  variables  include:  (1) the effect of
consolidations  in  the  banking  industry;   and  (2)  the  banking  customers'
willingness to adopt a relatively untested customer channel.

     New Accounting Pronouncements - In June, 1998, the FASB issued Statement of
Financial  Accounting  Standards No. 22, "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 fiscal years beginning after June 15,
2000.

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

     The Company  desires to take  advantage of the "safe harbor"  provisions of
the Private  Securities  Litigation  Reform Act of 1995.  The Company  wishes to
caution  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 for 2000 and beyond to differ  materially from those expressed in
any forward-looking statements made by, or on behalf of, the Company.

Successful Implementation of Business Strategy

     During 1999,  the  Company's  focus was on its Internet  Banking  business,
selling  software  and  services  to  financial  institutions.  There  can be no
assurances that the Company will be able to successfully implement this business
strategy or continue to effectively fund and grow this line of business.

Developing Marketplace

     Internet  Banking is a developing  market.  The Company's future growth and
profitability will depend, in part, upon consumer acceptance of Internet Banking
technologies.  Even if this market experiences  substantial growth, there can be
no assurance  that the  Company's  products and  services  will be  commercially
successful  or benefit from such growth.  Much of the  Company's  success in the
Internet  Banking  market  depends  on the  financial  institutions'  success in
marketing to the consumer.  Consumer  acceptance of Internet Banking will depend
to a  large  degree  on the  ability  of  the  Company's  financial  institution
customers  to  implement   applications  in  anticipated  time  frames  or  with
anticipated features and
 <PAGE>

functionality.   Therefore,  there  can  be  no  assurance  of  the  timing  of,
introduction of, necessary regulatory approvals for, or market acceptance of the
Company's products and services.

Liquidity and Capital Resources

     The Company's  accuracy in predicting  revenues and cash flow is limited in
that the sale of the  Company's  core  product is dependent to a large degree on
the banking  industry's  willingness to adopt a new market,  home banking.  This
market  segment is slowly  evolving  and is subject to a number of  variables in
2000 that will  determine  the timing and quantity of new sales that the Company
is able to achieve.  Such variables include: (1) the effect of consolidations in
the  banking  industry;  (2)  the  banking  customers'  willingness  to  adopt a
relatively untested customer channel.

Fluctuations in Operating Results

     The Company  may  experience  fluctuations  in  operating  results due to a
variety  of  factors,  some of which are  beyond the  Company's  control.  These
include the size and timing of customer orders, changes in the Company's pricing
policies or those of its competitors,  new product introductions or enhancements
by  competitors,   delays  in  the  introduction  of  new  products  or  product
enhancements by the Company or by its  competitors,  customer order deferrals in
anticipation  of upgrades and new products,  market  acceptance of new products,
the timing and nature of sales, marketing, and research and development expenses
by the  Company  and its  competitors,  other  changes  in  operating  expenses,
personnel  changes  and  general  economic  conditions.   Additionally,  certain
financial  institutions have recently merged and it is difficult for the Company
to  assess  the  future  effect on the  Company  of these  mergers  and of other
possible  consolidations  in the banking industry.  Furthermore,  it is believed
that customer purchasing  decisions were delayed by their devoting attention and
resources to Year 2000  compliance  issues.  No assurance can be given that such
variations will not occur in the future and, accordingly, the results of any one
quarter or one year may not be indicative  of the  operating  results for future
quarters or years.

Technological Considerations

     The Company's business activities are concentrated in fields  characterized
by rapid and significant  technological advances. There can be no assurance that
the  Company  will  remain  competitive  technologically  or that the  Company's
products, processes or services will continue to be reflective of such advances.
Failure to introduce new products or product  enhancements  that achieve  market
acceptance on a timely basis could materially and adversely affect the Company's
business,  operating results and financial condition.  There can be no assurance
that the Company will not encounter unanticipated technical,  marketing or other
problems or delays  relating  to new  products,  features or services  which the
Company  has  recently  introduced  or which  it may  introduce  in the  future.
Moreover, there can be no assurance that the Company's new products, features or
services will be successful,  that the introduction of new products, features or
services by the Company's  competitors  will not materially and adversely affect
the sales of the Company's existing products or that the Company will be able to
adapt to future changes in the Internet Banking industry. Most of the
 <PAGE>

Company's  competitors  and potential  competitors  have  significantly  greater
financial,  technological  and  research  and  development  resources  than  the
Company.

Competition

     The market for Internet Banking products and services is highly competitive
and subject to rapid  innovation and  technological  change,  shifting  consumer
preferences  and  frequent new product  introductions.  The  Company's  Internet
Banking  products and  services  compete  with  services  offered by a number of
competitors,  and  competition  may intensify as a result of new market entrants
and industry  consolidation.  Financial  institutions  have  developed  Internet
Banking  products for their own  customers  and, in the future,  may offer these
services to other financial  institutions.  Other third parties also may develop
Internet Banking products to offer to financial institutions.  Computer software
and data processing companies also offer Internet Banking services.  The Company
expects that competition in these areas will increase in the near future.

Reliance on Caller ID Leasing Revenues

     During 1999,  approximately 38% of the Company's revenues were derived from
the leasing of Caller ID products.  The Company  leases  Caller ID adjunct units
under an  agreement  with US West,  whereby the Company  leases  Caller ID units
directly to US West customers.  The leasing program enables subscribers to pay a
monthly  fee for the  equipment  and  provides  the  Company  with a  stream  of
recurring revenues.  In 1996, US West ceased leasing new Caller ID adjunct units
under the program.  Notwithstanding the termination of this program,  previously
existing  leases remain in effect.  Although the Company is not able to estimate
the effect on future operations of the  discontinuation  of the leasing program,
the  number  of  active  records  in the  Company's  installed  lease  base  has
historically  decreased at a rate of approximately 30% per year. There can be no
assurance  that this trend or the realized  gross margins on these revenues will
continue.  In January 2000, the Company received  notification  from its billing
agent regarding  proposed  changes to the billing process for the US West Caller
ID Lease Base.  The pending  changes,  which could require the  Company's  lease
billings  to be  removed  from  the  U.S.  West  customer  bills,  could  have a
substantial  effect  on the  rate of  decline  of the  lease  base,  the cost of
billing, and the Company's ability to pursue collections. Any changes in billing
procedures could negatively affect the Company's  revenue,  cost of sales, gross
margin, and cash flow in future periods.

Dependence on Key Employees

     The Company is highly  dependent  on certain  key  executive  officers  and
technical employees to manage the operations and business of the Company as well
as to implement the business plans of the Company on an ongoing basis.  The loss
of any such key employees could have an adverse impact on the future  operations
of the Company.

Volatility of Stock Price

     The  market  price  of the  Company's  stock  has  experienced  significant
volatility.  The stock market has experienced  volatility that has  particularly
affected the market prices of
 <PAGE>

equity securities of many high technology and development  stage companies,  and
that  volatility has often been  unrelated to the operating  performance of such
companies.  Factors such as announcements of the introduction of new products or
services by the Company or its competitors, market conditions in the banking and
other emerging  growth company sectors and rumors relating to the Company or its
competitors  may have a significant  impact on the market price of the Company's
stock.

Limited Proprietary Protection

     The Company  possesses limited patent or registered  intellectual  property
rights with  respect to its  technology.  The  Company  depends in part upon its
proprietary  technology and know-how to differentiate its products from those of
its competitors and works independently and from time to time with third parties
with respect to the design and engineering of its own products. The Company also
relies on a combination of  contractual  rights and trade secret laws to protect
its proprietary technology. There can be no assurance, however, that the Company
will be able to protect its technology or successfully develop new technology or
gain access to such technology or that third parties will not be able to develop
similar   technology   independently   or  that   competitors  will  not  obtain
unauthorized access to the Company's proprietary technology,  that third parties
will not misuse the technology to which the Company has granted access,  or that
the Company's  contractual  or legal  remedies will be sufficient to protect the
Company's interests in its proprietary technology.

InteliData Common Stock Owned by WorldCorp

     As of March 13, 2000,  all remaining  Company shares owned by WorldCorp had
been sold. Prior to that, as of December 31, 1999, WorldCorp owned approximately
6,100,000  shares or  approximately  16% of the outstanding  common stock of the
Company.

     On February 12, 1999,  WorldCorp announced that it had reached an agreement
with it creditors to  restructure  the company.  Pursuant to the  restructuring,
WorldCorp  filed a voluntary  petition  under Chapter 11 of the U.S.  Bankruptcy
Code. In 1999,  WorldCorp  began the  liquidation of its shares in InteliData to
satisfy their obligations under the bankruptcy agreement.


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 CONSOLIDATED FINANCIAL STATEMENTS

                                                                            Page
                                                                            ----

Consolidated Financial Statements

   Consolidated Balance Sheets as of December 31, 1999 and 1998...............23

   Consolidated Statements of Operations for the Years Ended
     December 31, 1999, 1998 and 1997.........................................24

   Consolidated Statements of Changes in Stockholders' Equity for the Years
     Ended December 31, 1999, 1998 and 1997...................................25

   Consolidated Statements of Cash Flows for the Years Ended
     December 31, 1999, 1998 and 1997.........................................26

   Notes to Consolidated Financial Statements for the Years Ended
     December 31, 1999, 1998 and 1997.........................................27


Independent Auditors' Report..................................................39

<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 1999 AND 1998
                       (in thousands, except share data)
 <TABLE>
                                                                                        1999            1998
                                                                                    ------------    ------------
<S>                                                                                 <C>             <C>

ASSETS
  CURRENT ASSETS
     Cash and cash equivalents                                                      $      8,496    $      8,050
     Accounts receivable, net of allowances of $523
       in 1999 and $592 in 1998                                                            1,924           1,200
     Prepaid expenses and other current assets                                               138             143
                                                                                    ------------    ------------
         Total current assets                                                             10,558           9,393

  NONCURRENT ASSETS
     Property and equipment, net (Note 6)                                                    548             348
     Other assets                                                                            175             257
                                                                                    ------------    ------------
TOTAL ASSETS                                                                        $     11,281    $      9,998
                                                                                    ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES
     Accounts payable                                                               $      2,343    $      1,344
     Accrued expenses and other liabilities (Note 7)                                       1,166             910
     Deferred revenues                                                                       616           2,143
     Net liabilities of discontinued operations (Note 4)                                      69           5,270
                                                                                    ------------    ------------
         Total current liabilities                                                         4,194           9,667

COMMITMENTS AND CONTINGENCIES (Note 14)

STOCKHOLDERS' EQUITY (Note 9)
     Preferred stock, $0.001 par value; authorized 5,000,000 shares;
         no shares issued and outstanding                                                     --              --
     Common stock, $0.001 par value; authorized 60,000,000 shares; issued
         38,691,040 shares in 1999 and 32,293,005 shares in 1998; outstanding
         38,009,540 shares in 1999 and 31,611,505 shares in 1998                              38              32
     Additional paid-in capital                                                          258,133         247,359
     Treasury stock, at cost                                                              (2,064)         (2,064)
     Deferred compensation                                                                  (345)           (152)
     Accumulated deficit                                                                (248,675)       (244,844)
                                                                                    -------------   ------------
TOTAL STOCKHOLDERS' EQUITY                                                                 7,087             331
                                                                                    ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                          $     11,281    $      9,998
                                                                                    ============    ============
</TABLE>

  See accompanying notes to consolidated financial statements.
<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                      (in thousands, except per share data)
<TABLE>

                                                             1999            1998              1997
                                                          -----------     ---------       -----------
<S>                                                       <C>             <C>             <C>
Revenues
     Software                                             $     2,152     $     823       $     1,040
     Consulting and services                                    1,992         1,138             1,229
     Leasing and other                                          6,272         8,077            10,252
                                                          -----------     ---------       -----------
         Total revenues                                        10,416        10,027            12,521
                                                          -----------     ---------       -----------
Cost of revenues
     Software                                                     460           109               223
     Consulting and services                                    1,283           509               987
     Leasing and other                                          1,322         2,038             5,637
                                                          -----------     ---------       -----------
         Total cost of revenues                                 3,065         2,656             6,847
                                                          -----------     ---------       -----------
         Gross profit                                           7,351         7,371             5,674

Operating expenses
     General and administrative                                 6,224         6,240             7,476
     Selling and marketing                                      2,483         2,969             4,250
     Research and development                                   4,115         2,652             4,347
     Unusual charges (Note 10)                                     --            --             2,035
                                                          -----------     ---------       -----------
         Total operating expenses                              12,822        11,861            18,108
                                                          -----------     ---------       -----------
         Operating loss                                        (5,471)       (4,490)          (12,434)
                                                          -----------     ---------       -----------
Other income (expense)
     Interest, net                                                350           874             1,271
                                                          -----------     ---------       -----------
         Total other income (expense)                             350           874             1,271
                                                          -----------     ---------       -----------

Loss before income taxes                                       (5,121)       (3,616)          (11,163)
Income taxes (Note 12)                                            --             --                --
                                                          -----------     ---------       -----------
Loss from continuing operations                                (5,121)       (3,616)          (11,163)

Discontinued operations (Note 4):
Loss from operation of telecommunications and
 Interactive service divisions (net of income taxes)             --         (18,049)          (78,931)
Gain (loss) on disposal of telecommunications and
 Interactive service divisions (net of income taxes)            3,226       (16,174)               --
                                                          ------------    -----------     -----------
         Total discontinued operations                          3,226       (34,223)          (78,931)
                                                          -----------     ---------       -----------

Net loss                                                       (1,895)      (37,839)          (90,094)

Preferred stock dividends and amortization of discounts            --            --                --
  arising from allocation of proceeds to warrants and          (1,936)           --                --
  beneficial conversion feature                           -----------     ---------       -----------
Net loss attributable to common stockholders              $    (3,831)    $ (37,839)      $   (90,094)
                                                          ===========     =========       ===========
Basic and diluted loss from continuing operations per     $     (0.21)    $   (0.11)      $     (0.35)
   common share                                           ===========     =========       ===========
Basic and diluted income (loss) from discontinued         $      0.10     $   (1.09)      $     (2.50)
    operations per common share                           ===========     =========       ===========
Basic and diluted loss per common share                   $     (0.11)    $   (1.20)      $     (2.85)
                                                          ===========     =========       ===========
Weighted average shares                                        33,367        31,450            31,574
                                                          ===========     =========       ===========
</TABLE>
          See accompanying notes to consolidated financial statements.


<PAGE>


                       INTELIDATA TECHNOLOGIES CORPORATION
           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (in thousands)
<TABLE>

                                                                                               Accum-
                                                                                               ulated
                                                                                                Other
                                    Preferred    Common    Addi-              Rec-             Compre-             Compre-
                                      Stock       stock   tional            eivable  Deferred  hensive  Accumu-    hensive
                                   ----------  ---------  Paid-in Treasury from Sale  Compen-  Income   lated      (Loss)
                                   Shares Amt  Shares Amt Capital  Stock   of Stock   sation   (Loss)   Deficit    Income     Total
                                   ------ ---  ------ --- -------- ------- --------- -------- -------- ---------  --------  -------
<S>                                <C>    <C>  <C>    <C> <C>      <C>     <C>       <C>      <C>      <C>        <C>       <C>

Balance at January  1, 1997          --    --  31,817 $32 $243,757 $    -- $  (2,456)$   (133)$     -- $(116,911)           124,289
 Issuance of common stock:
  Employee stock purchase plan       --    --      45  --      128      --        --       --       --        --                128
  Exercise of options                --    --       1  --        5      --        --       --       --        --                  5
  Cancellation of accrued
    stock options                    --    --      --  --    1,809      --        --       --       --        --              1,809
  Purchase of treasury stock         --    --    (682) --       --  (2,064)       --       --       --        --             (2,064)
  Charge-off of advertising credit   --    --      --  --       --      --     2,456       --       --        --              2,456
  Compensation expense               --    --      --  --       --      --        --      115       --        --                115
  Unrealized gains on investments    --    --      --  --       --      --        --       --      425        --  $    425      425
  Net loss                           --    --      --  --       --      --        --       --       --   (90,094)  (90,094) (90,094)
                                                                                                                  --------
  Comprehensive loss                                                                                              $(89,699)
                                   ----   ---  ------ --- -------- ------- --------- -------- -------- ---------  --------  -------
Balance at December 31, 1997         --    --  31,181  32  245,699  (2,064)       --      (18)     425  (207,005)            37,069
 Issuance of common stock:
  Employee stock purchase plan       --    --      68  --       67      --        --       --       --        --                 67
  Exercise of options                --    --     300  --      294      --        --       --       --        --                294
 Issuance of restricted stock        --    --     156  --      462      --        --     (462)      --        --                 --
 Cancellation of restricted stock    --    --     (53) --     (159)     --        --      159       --        --                 --
 Cancellation of common stock        --    --     (40) --       --      --        --       --       --        --                 --
 Cancellation accrued
     stock options                   --    --      --  --      996      --        --       --       --        --                996
 Compensation expense                --    --      --  --       --      --        --      169       --        --                169
 Recognized gain on investments      --    --      --  --       --      --        --       --     (425)       --  $   (425)    (425)
 Net loss                            --    --      --  --       --      --        --       --       --   (37,839)  (37,839) (37,839)
                                                                                                                  --------
  Comprehensive loss                                                                                              $(38,264)
                                   ----   ---  ------ --- -------- ------- --------- -------- -------- ---------  --------- -------
Balance at December 31, 1998         --    --  31,612  32  247,359  (2,064)       --     (152)      --   244,844)               331
 Issuance of common stock:
  Employee stock purchase plan       --    --      23  --       27      --        --       --       --        --                 27
  Exercise of options                --    --   1,250   1    2,407      --        --       --       --        --              2,408
 Conversion of preferred stock       (1)   --   4,793   5       (5)     --        --       --       --        --                 --
 Issuance of Preferred Stock          1    --      --  --    5,670      --        --       --       --        --              5,670
   and warrants
 Amortization and accretion          --    --      --  --    1,936      --        --       --       --    (1,936)                --
   of preferred dividend
 Issuance of restricted stock        --    --     369  --      670      --        --     (670)      --        --                 --
 Cancellation of restricted stock    --    --     (37) --      (72)     --        --       72       --        --                 --
 Issuance of Warrants                --    --      --  --      141      --        --     (141)      --        --                 --
 Compensation expense                --    --      --  --       --      --        --      546       --        --                546
 Net loss                            --    --      --  --       --      --        --       --       --    (1,895) $ (1,895)  (1,895)
                                                                                                                  --------
 Comprehensive loss                                                                                             $ (1,895)
                                   ----   ---  ------ --- -------- ------- --------- -------- -------- ---------  --------  -------

Balance at December 31, 1999         --    --  38,010 $38 $258,133 $(2,064)$      -- $   (345)$     -- $(248,675)           $ 7,087
                                   ====  ==== ======= === ======== ======= ========= ======== ======== =========            =======
</TABLE>

          See accompanying notes to consolidated financial statements.


<PAGE>
<TABLE>

                       INTELIDATA TECHNOLOGIES CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997
                                 (in thousands)


                                                                        1999           1998       1997
                                                                     ----------     ---------   ---------
<S>                                                                  <C>            <C>         <C>
Cash flows from operating activities
  Net loss                                                           $   (1,895)    $ (37,839)  $ (90,094)
  Adjustments to reconcile net loss to net cash
      used in (provided by) operating activities:
  Loss from discontinued operations                                          --        18,049      78,931
  Gain (loss) on disposal of discontinued operations                     (3,226)       16,174          --
  Impairment of advertising credits                                          --            --       2,456
  Depreciation and amortization                                             233         1,567       3,331
  Deferred compensation expense                                             546           169         115
  Other non-cash charges                                                     --          (425)        425
  Changes in operating assets and liabilities:
    Accounts receivable                                                    (724)         (804)        998
    Prepaid expenses and other current assets                                 5            22         884
    Other assets                                                             82            71       1,833
    Accounts payable                                                        999           588        (200)
    Accrued expenses                                                        256        (2,325)       (169)
    Deferred revenue                                                     (1,527)       (1,590)      4,253
                                                                     ----------     ---------   ---------
     Net cash (used in) provided by operating activities                 (5,251)       (6,343)      2,763
                                                                     -----------    ---------   ---------

Net cash used in (provided by) discontinued operations                   (1,975)        4,268     (26,612)
                                                                     ----------     ---------   ---------

Cash flows from investing activities
  Purchases of property and equipment-continuing operations                (433)          (95)       (516)
  Purchases of property and equipment-discontinued operations                --            --        (907)
  Sale of short-term investments                                             --         9,304       3,114
                                                                     ----------     ---------   ---------

     Net cash (used in) provided by investing activities                   (433)        9,209       1,691
                                                                     ----------     ---------   ---------

Cash flows from financing activities
  Proceeds (payments) related to borrowings-discontinued operations          --        (1,500)       (500)
  Proceeds from issuances of common stock                                 2,435           361         133
  Payments to acquire treasury stock                                         --            --      (2,064)
  Proceeds from the issuance of preferred stock                           5,670            --          --
                                                                     ----------     ---------   ---------

     Net cash provided by (used in) financing activities                  8,105        (1,139)     (2,431)
                                                                     ----------     ---------   ---------

     Increase (decrease) in cash and cash equivalents                       446         5,995     (24,589)

Cash and cash equivalents, beginning of year                              8,050         2,055      26,644
                                                                     ----------     ---------   ---------

Cash and cash equivalents, end of year                               $    8,496     $   8,050   $   2,055
                                                                     ==========     =========   =========

</TABLE>

    See accompanying notes to consolidated financial statements.

<PAGE>



                       INTELIDATA TECHNOLOGIES CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                  YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997


(1)      ORGANIZATION

         InteliData Technologies Corporation ("InteliData" or the "Company"), is
engaged in developing and marketing software products and services for financial
institutions  to  assist  in  Internet   Banking  and  electronic  bill  payment
initiatives.  The Company is  incorporated in the State of Delaware and operates
primarily from its corporate headquarters in Reston, Virginia.

(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 intercompany  balances and transactions.  Certain items from the 1998 and
1997  financial  statements  have  been  reclassified  to  conform  to the  1999
financial statement presentation.

(b) Accounting Estimates - The preparation of financial statements in conformity
with  generally  accepted  accounting  principles  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. Actual results could differ from those estimates.

(c) Revenue  Recognition  - Revenue for  off-the-shelf  product is recorded when
products are shipped and title passes to the customer. Lease revenue is recorded
based on the units in service at the end of the prior month  since these  leases
are cancelable at any time.  Revenue from consulting,  hosting,  and maintenance
contracts  are  recognized  as services are  provided.  Beginning  in 1998,  the
Company  sold   integrated   solutions  that  bundle   software   products  with
customization,  installation  and  training  services.  These  arrangements  are
recognized  using the percentage of completion  method of accounting.  Losses on
uncompleted contracts are recorded when such amounts become determinable.

(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
market.

(e) Short-term  Investments - The Company reports its short-term  investments in
marketable securities as  available-for-sale  with any unrealized gains (losses)
reflected,  net of tax, as other comprehensive income (loss).  Realized gains or
losses are determined on the first-in, first-out method and are reflected in net
income.
<PAGE>

(f)  Property  and  Equipment  -  Property  and  equipment  is  stated  at cost.
Depreciation  of property and  equipment is calculated  using the  straight-line
method over the  estimated  useful  lives of the assets.  Office  equipment  and
furniture and fixtures are depreciated over 3 to 7 years.

(g) Net (Liabilities) Assets of Discontinued Operations - Under various disposal
plans adopted in 1997 and 1998, the Company has completed the divestiture
of all of its telecommunications and interactive services businesses,  excluding
Caller ID adjunct leasing activities. See Note 4 to the financial statements.

(h) Deferred  Revenues - The Company received $5 million from Visa in the fourth
quarter of 1997, as a result of an agreement whereby the Company surrendered the
right to certain  future  royalty  payments.  The cash  payment was  recorded in
deferred  revenues and was recognized in other revenues over the two year period
of the  arrangement.  Other  deferred  revenues  represents  cash  received  for
services to be provided.

(i) 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. A valuation  allowance is
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.

(j) Accounting for  Stock-Based  Compensation - The Company  applies APB Opinion
No. 25 and related  interpretations  in accounting  for its plans.  Statement of
Financial Accounting Standards No. 123 "Accounting for Stock-Based Compensation"
("SFAS 123") was issued by the Financial Accounting Standards Board in 1995 and,
if fully adopted,  changes the methods for  recognition of cost on plans similar
to those of the  Company.  The  Company  has  elected to  continue  to apply the
provisions of APB Opinion No. 25 and provide the pro forma  disclosure  pursuant
to SFAS 123.

(k) Net Loss  Attributable to Common  Stockholders per share - Basic and diluted
loss per  common  share is  computed  by  dividing  net  loss,  after  deducting
preferred stock dividend  requirements  and amortization of the discounts on the
preferred  stock,  by the  weighted  average  number of  shares of common  stock
outstanding  during the year.  The effects of stock options were not included in
the loss per share computations because they would have been antidilutive.

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

<PAGE>

(m) New Accounting  Pronouncements - In June, 1998, the FASB issued Statement of
Financial Accounting  Standards No. 133, "Accounting for Derivative  Instruments
and Hedging Activities" ("SFAS 133"), which establishes accounting and reporting
standards for  derivative  instruments  and for hedging  activities by requiring
that all  derivatives  be  recognized  in the balance sheet and measured at fair
value.  As amended by SFAS 137, SFAS 133 is effective for fiscal years beginning
after June 15, 2000.

(n)  Long-Lived  Assets - The Company  considers  the  impairment  of long-lived
assets  based on an  assessment  of the  asset's  ability to  contribute  to the
profitability  of the Company using  estimates of expected  future  undiscounted
cash flows.


(3)      SUBSEQUENT EVENTS

     In November,  1999, Home Financial Network,  Inc. (HFN), a company in which
InteliData  held  approximately  a 25%  ownership  interest,  signed a letter of
intent to merge with Sybase, Inc. On January 20, 2000, the merger was completed.
In exchange for its portion of ownership in HFN,  InteliData received $5,867,000
in cash and 1,770,000  shares of Sybase stock.  InteliData will recognize a gain
of  approximately  $39,272,000  on such sale  during the first  quarter of 2000.
InteliData  accounted for such investment in HFN using the equity method.  As of
December 31, 1999, such investment's  carrying value was zero. An escrow account
was established to provide Sybase,  Inc.  indemnity  protection against possible
claims that might arise against HFN. Currently,  1332,000 shares of Sybase owned
by  InteliData  remain in escrow,  along with  $440,000 of cash.  These  amounts
reflect  7.5% of the  transaction  proceed  and are  payable  to the  Company on
January 20, 2001.

(4)      DISCONTINUED OPERATIONS

     During the second quarter of 1998, the Company adopted a plan to dispose of
its various  telecommunications  divisions  through  sale and  liquidation.  The
Company's Caller ID adjunct inventory was sold in May 1998. The Company's Plexus
inventory was sold in December  1998.  The Company's IPS and Landmark  inventory
was sold in  February,  1999.  At December  31,  1999,  the net  liabilities  of
discontinued operations, consisting primarily of warehouse facilities, offset by
liabilities  associated  with a building  escrow,  building  shut-down costs and
product reserves, have been classified as current liabilities at their estimated
net realizable value.

<PAGE>

Net revenues and loss from discontinued operations are as follows:

                                                       Years Ended  December 31,
                                                    ----------------------------
(in thousands)                                           1998            1997
--------------------------------------------------------------------------------
Net revenues                                          $ 23,567        $ 47,788
Cost of revenues                                        29,054          48,000
Operating expenses                                      32,803          78,658
Loss from operations                                   (38,290)        (78,870)
Income (benefit) taxes                                  (3,628)             61
Loss from discontinued operations                      (34,223)        (78,931)
--------------------------------------------------------------------------------


Net (liabilities) assets of discontinued operations are as follows:

                                                              December 31,
                                                    ----------------------------
(in thousands)                                            1999            1998
--------------------------------------------------------------------------------
Trade receivables, net                                $      -        $    864
Inventories and other current assets                         -             945
Property, plant and equipment, net                         588           1,000
Trade payables                                               -            (539)
Other current liabilities                                 (657)         (7,540)
                                                    ----------------------------
Net liabilities of discontinued operations            $    (69)       $ (5,270)
                                                      ========        ========
--------------------------------------------------------------------------------


Summary of Discontinued Operations

     The gain on disposal of the  telecommunications  and  interactive  services
divisions  (net of income  taxes) was  $3,226,000  in 1999 compared to a loss of
$16,174,000  for the year ended  December 31, 1998.  The gain of  $3,226,000  is
attributable  to  specific  events  that  occurred  during  the year  including:
favorable settlements with former  telecommunications  customers, the success of
other settlements with vendors and negotiated  expense  settlements,  aggressive
collection efforts, and experiencing lower than anticipated shut-down costs such
as warranty  and  customer  service  expenses  associated  with closing down the
discontinued operations.

     During 1998, the loss from operations of telecommunications and interactive
services  divisions  (net of income  taxes)  included  $13,784,000  in inventory
adjustments.  The loss on disposal of telecommunications and interactive service
divisions  consisted of  $2,696,000  in expected  sales  returns,  $3,539,000 in
property  adjustments,  $3,010,000 in provisions for doubtful  customer accounts
and  $6,929,000  in  actual  and  expected   losses  from  operations  from  the
measurement date through the date of disposal.


     During the third  quarter of 1997,  the Company  recorded a  provision  for
corporate  restructuring  of  $1,003,000.  This  amount  consists of $771,000 in
employee  reduction and related  matters,  $190,000 in obsolete  equipment,  and
$42,000 in facilities  closings.  During the fourth quarter of 1997, the Company
incurred employee reductions and relocation expenses  aggregating $177,000 and a
write-down  related to obsolete equipment of $190,000  Additional  accruals were
posted for closing operations during 1998.

<PAGE>
     During  the third  quarter  of 1997,  the  Company  announced  a  strategic
repositioning  of the  Company's  telecommunications.  In  connection  with this
repositioning  and the  aforementioned  corporate  restructuring,  the Company's
management   evaluated  its  financial  position  and  determined  that  it  was
appropriate to charge to discontinued operations the remaining unamortized costs
of intangible assets due to impairment,  to adjust inventory carrying amounts to
market value, and to reflect certain additional restructuring charges, including
charges for separation agreements with employees and charges associated with the
termination  of a joint  venture  agreement.  Such third  quarter  1997  charges
aggregated $49,246,000 for the impairment of intangible assets;  $11,333,000 for
inventories and commitments;  $1,003,000 for restructuring  charges (see above);
$1,434,000 for separation agreements;  and $3,653,000 for assets relating to the
joint  venture.  The impairment was based on the excess of the carrying value of
the assets  over the  assets'  fair  values.  The fair value of the assets  were
generally  determined as the estimates of future discounted cash flows generated
by the assets.

(5)      SEGMENT REPORTING

     The  Company  maintains  operations  in  two  primary  operating  segments:
Internet Banking and leasing.  The basis for determining the Company's operating
segments is the manner in which financial  information is used by the Company in
managing its operations.  Management  operates and organizes itself according to
business  units  which  comprise  unique  products  and  services.  There are no
intersegment  sales.  Operating  (loss)  income  in these two  market  divisions
represents total revenues less operating expenses, and excludes other income and
expense and income taxes.  Identifiable assets are those assets employed by each
segment's operation. Segment financial information is as follows (in thousands):

                                    Internet
                                      Banking        Leasing       Consolidated
--------------------------------------------------------------------------------
1999
Revenues                                $ 6,493       $ 3,923           $10,416
Operating (loss) income                  (8,072)        2,601            (5,471)
Identifiable assets                      11,281            --            11,281
Depreciation and amortization               234            --               234
Capital expenditures                        433            --               433

1998
Revenues                                $ 4,683       $ 5,344           $10,027
Operating (loss) income                  (7,796)        3,306             4,490)
Identifiable assets                      10,050           861            10,911
Depreciation and amortization             1,361           206             1,567
Capital expenditures                         95            --                95

1997
Revenues                                $ 3,951       $ 8,570           $12,521
Operating (loss) income                 (16,286)        3,852           (12,434)
Identifiable assets                      13,466         1,515            14,981
Depreciation and amortization             1,345         1,986             3,331
Capital expenditures                        516            --               516

--------------------------------------------------------------------------------
<PAGE>


(6)      PROPERTY AND EQUIPMENT

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

                                                        1999           1998
                                                    ----------      ----------
                  Leased product                       $ 2,287      $    2,182
                  Office equipment                       1,421           1,040
                  Furniture and fixtures                   191             139
                                                    ----------      ----------
                                                         3,899           3,361
                  Accumulated depreciation              (3,351)         (3,013)
                                                    ----------      ----------
                                                       $   548       $     348
                                                    ==========      ==========

(7)      ACCRUED EXPENSES AND OTHER LIABILITIES

         Accrued  expenses and other  liabilities  consists of the  following at
December 31 (in thousands):
                                                         1999           1998
                                                    ----------      ----------
                  Accrued compensation              $      399      $      293
                  Accrued professional fees                 72             181
                  Accrued tax liabilities                   13             276
                  Accrued insurance                        221             142
                  Other liabilities                        461              18
                                                     ---------      ----------
                                                    $    1,166      $      910
                                                    ==========      ==========

(8)      RELATED-PARTY TRANSACTIONS

         Strategic Business Partner

         In August 1994,  the Company sold its  electronic  banking and bill pay
operations  (the  "Visa  Bill-Pay   System")  to  Visa.  As  part  of  the  Visa
transaction,  the  Company's  president  was  appointed  to,  and the  Company's
chairman was named an advisor to, the board of  directors  of Visa  InterActive.
Included  in service  fee  revenues  are  $751,000  in 1997  related to services
provided by the Company to Visa  InterActive and Visa  banks/members.  In August
1997,  Visa  InterActive  was  sold to an  unrelated  party,  and the  Company's
officers resigned from their Visa InterActive board positions.


(9)     STOCKHOLDERS' EQUITY

(a)      Issuance and Subsequent Conversion of Preferred Stock and Warrants

     On July 22, 1999, the Company issued 600 shares of 4% Convertible Preferred
Stock,  for net proceeds of $5,670,000.  A portion of the proceeds was allocated
to warrants and to the beneficial  conversion  feature of such preferred  stock,
with the resulting discount on the preferred stock being amortized as dividends.
In the fourth  quarter of 1999,  all of the  preferred  stock was  converted  to
common shares.

(b) Stock Options
<PAGE>

     The Company sponsors  several stock option plans which cover  substantially
all employees and  directors.  Options  granted under such plans  typically vest
monthly over periods  ranging from one to five years and generally  expire after
between eight and ten years,  although some grants provide for vesting in annual
increments or allow for  accelerated  vesting  based upon  reaching  performance
milestones.  Most options granted under the plans allow the purchase of stock at
the fair value of such common stock at the respective grant dates.

     In 1997 and in June 1998, employees other than the then President and Chief
Executive  Officer were given the  opportunity  to cancel their options and have
them replaced  with options with strike prices equal to the common  stock's fair
value on those dates (option repricing).

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

                                 Exercise Prices
                                 --------------------          Number
   Description                 Minimum    Maximum           of Options
  -----------                  -------    -------       -------------------

January 1, 1997                  $0.21      $23.65          3,124,559
  Granted                        $1.63       $6.00          2,916,450
  Exercised                      $4.50       $4.50             (1,000)
  Canceled                       $0.21      $23.75         (1,305,796)
                                                        -------------------
December 31, 1997                $0.21      $23.75          4,734,213
  Granted                        $0.63       $1.78            893,650
  Exercised                      $0.98       $0.98           (300,000)
  Canceled                       $0.21      $20.38         (2,346,600)
                                                        -------------------
December 31, 1998                $0.63      $20.38          2,981,263
  Granted                        $1.22       $4.91          2,584,850
  Exercised                      $1.38       $6.44         (1,334,945)
  Canceled                       $0.63       $7.13         (1,058,073)
                                                        -------------------
December 31, 1999                $0.63      $20.38          3,173,095
                                                        ===================

     The Company  applies the intrinsic  value method of  Accounting  Principles
Board Opinion No. 25 and related  interpretations  in  accounting  for its stock
plans.  In connection  therewith,  during 1998 and 1997, the Company  recognized
$18,000 and $115,000 of compensation expense in connection with option grants at
exercise prices below fair market value on the dates of the grant.

     Had  compensation  cost been  determined  based on the fair value method of
Statement of Financial  Accounting Standards No. 123, the Company's net loss and
loss per share (basic and diluted) for the years ended  December 31, 1999,  1998
and 1997 would have been  $7,679,000 and $.23 per share,  $38,437,000  and $1.22
per share; and $95,180,000 and $3.01 per share, respectively.

     The weighted  average fair value of options  granted during 1999,  1998 and
1997 was  $1.53,  $1.15 and $2.57 per  share,  respectively.  The fair  value of
options  granted  was  estimated  on the date of grant  using the  Black-Scholes
option  pricing  model.  For  1999  year-end,  the  following  weighted  average
assumptions  were used: no dividend  yield,  expected  volatility of 156%, and a
risk free  interest  rate of 5.5% per annum.  For 1998  year-end,  the following
weighted average assumptions were used: no dividend yield, expected volatility

 <PAGE>
of 136% and a risk free  interest  rate of 5.28 per annum.  For 1997
year-end,  the following  weighted  average  assumptions  were used: no dividend
yield  expected  volatility  of 85% and a risk-free  interest  rate of 6.00% per
annum.

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

                                 Options Outstanding        Options Exercisable
                         -------------------------------   --------------------
                                             Weighted                  Weighted
                                 Weighted     Average                   Average
       Range of        Number    Average     Exercise    Number of     Exercise
   Exercise Prices  Of Options   Life         Price       Options       Price
   ---------------  ----------   -------     ---------   ----------    ---------
    $0.69 - $2.375   2,712,731  7.3 years    $ 1.16        578,242        $ 1.15
    $2.38 - $4.75      464,400  7.9 years    $ 3.09          6,000        $ 3.13
    $4.76 - $7.125      43,000  6.4 years    $ 5.32         35,000        $ 5.42
    $7.13 - $18.86      64,464  2.5 years    $12.98         64,464        $12.98
    --------------   ---------  ---------    ---------   ---------      --------
                     3,284,595                             683,706
                     =========                           =========


(c)      Employee Stock Purchase Plan

     Under the Employee Stock  Purchase  Plan,  approved 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, 1999, 1998, and 1997 the Company issued 33,498,  44,307, and 68,056
shares of stock under the plan, respectively.

(d) Treasury Stock

     During 1997,  the Company paid  $2,064,000 to repurchase  681,500 shares of
its common stock. The Company did not repurchase any shares in 1998 or 1999.

(e)      Stockholder Rights Plan

     In January  1998,  the Company's  Board of Directors  adopted a Stockholder
Rights  Plan.  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,

<PAGE>
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 $13.

     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.

(10)     UNUSUAL CHARGES

     During the third  quarter of 1997,  the Company  assessed  and adjusted the
carrying  value  of  goodwill  associated  with  an  earlier  acquisition.   The
impairment  charge  aggregated  $2,035,000  and was  based on the  excess of the
carrying value of the assets over the assets' fair values. The fair value of the
assets were  generally  determined  as the estimates of future  discounted  cash
flows generated by the assets.

(11)     EMPLOYEE 401(k) SAVINGS PLAN

     The Company  sponsors a defined  contribution  plan ("Plan") that qualifies
for  preferential  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 and have three months of service.  Company contributions
to the Plan are based on a  percentage  of employee  contributions.  The Company
contributed   $60,000,   $128,000,   and  $99,000  in  1999,   1998,  and  1997,
respectively. Administrative expenses for the Plan were paid by the Company.

(12)     INCOME TAXES

     A  reconciliation  of taxes  computed at the statutory  federal tax rate on
loss before  income taxes from  continuing  operations  to the actual income tax
expense is as follows (in

<PAGE>

 thousands):
<TABLE>
                                                                           Years ended December 31,
                                                                           ------------------------
                                                                           1999     1998        1997
                                                                         -------   -------    -------
          <S>                                                            <C>       <C>        <C>

          Income tax benefit computed at the statutory rate              $(1,792)  $(1,266)   $(3,908)
          Other                                                               61        26         61
          Changes in valuation allowance                                   1,731     1,240      3,847
                                                                         -------   -------    -------
                 Income taxes                                            $    --   $    --    $    --
                                                                         =======   =======    =======

</TABLE>

     The tax  effects of  temporary  differences  that give rise to  significant
portions of the
 <PAGE>

deferred  tax assets and  liabilities  at  December  31,  1999 and 1998,  are as
follows (in thousands):

                                                           1998        1997
                                                           ----        ----
   Deferred tax assets:
   Net operating loss carryforwards                      $41,092       $ 33,239
   Accounts receivable and inventory revaluation             523          6,730
   Property and Equipment                                     56          1,100
   General business credit carryforward                      489            489
   Alternative minimum tax carryforward                       60             60
                                                         -------       --------
        Total gross deferred tax asset                    42,220         41,618
   Valuation allowance                                   (44,220)       (41,618)
                                                         -------       --------
        Net deferred tax assets                          $    --       $     --
                                                          ========     ========

     The net  changes  in the total  valuation  allowance  for the  years  ended
December 31,  1999,  1998 and 1997 were an increase of $602,000  $3,923,000  and
$15,485,000, respectively. A valuation allowance was established for deferred
tax assets as of December 31, 1999 and 1998 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.

     At December 31, 1999, the Company had net operating loss  carryforwards for
federal income tax purposes of approximately $117 million,  which expire in 2007
through 2014,  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.

(13)     MAJOR CUSTOMERS AND 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 financial  institutions  in the United  States and leases caller ID
adjuncts to individual consumers. The Company believes that the concentration of
credit risk in its trade receivables is substantially mitigated by the Company's
ongoing  credit  evaluation  process.  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.

     Combined revenues from US West lease customers and the Visa Bill-Pay System
royalties  represented  60%, 81%, and 82% of total revenues for the years ending
December 31, 1999, 1998, and 1997,  respectively.  In January, 2000, the Company
received  notification from its billing agent regarding  proposed changes to the
billing process for the US West Caller ID Lease Base. The pending changes, which
could  require  the  Company's  lease  billings  to be removed  from the US West
customer  bills,  could have a substantial  effect on the rate of decline of the
lease  base,  the  cost  of  billing,   and  the  Company's  ability  to  pursue
collections.  Any  changes in billing  procedures  could  negatively  affect the
Company's revenue, cost of sales, gross margin, and cash flow in future periods.
<PAGE>

(14)     COMMITMENTS AND CONTINGENCIES

(a)      Leases

     The  Company  leases   facilities  and  equipment   under   cancelable  and
noncancellable  operating  lease  agreements.  The facility leases are for terms
from one to five years.  Rent expense was $483,000,  $877,000 and $1,054,000 for
the years ended December 31, 1999, 1998 and 1997, respectively.

     Future minimum lease payments under  noncancellable  operating  leases with
initial or remaining  terms in excess of one year at December 31, 1999,  were as
follows (in thousands):

         Year ending December 31,
                    2000                                       $       513
                    2001                                               528
                    2002                                               544
                    2003                                               560
                    2004                                               114
                    2005 and thereafter                                  0
                                                               -----------
                        Total minimum lease payments           $     2,259
                                                               ===========

(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 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 rights of such parties.

(c)      Litigation

     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 of such
routine  litigation  will be likely  to have a  material  adverse  effect on the
Company's financial condition or results of operations.

<PAGE>

(15)     VALUATION AND QUALIFYING ACCOUNTS

     The components of significant  valuation and qualifying accounts associated
with accounts  receivable for the years ended December 31, 1999 and 1998 were as
follows (in thousands):

                  Balance, December 31, 1996                       $   1,788
                     Recoveries                                          (86)
                                                                ------------
                  Balance, December 31, 1997                       $   1,702
                     Recoveries                                         (361)
                     Charged to costs and expenses                        21
                     Write-offs                                         (770)
                                                                ------------
                  Balance, December 31, 1998                       $     592
                     Recoveries                                         (217)
                     Charged to costs and expenses                         -
                     Write-offs                                          148
                                                                ------------
                  Balance, December 31, 1999                       $     523
                                                                ============



                                   * * * * * *

<PAGE>

                          INDEPENDENT AUDITORS' REPORT



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,
1999 and 1998, 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,  1999.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  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,  1999 and 1998,  and the results of their
operations  and their cash flows for each of the three years in the period ended
December 31, 1999, in conformity with accounting  principles  generally accepted
in the United States of America.

/s/ Deloitte & Touche LLP

McLean, Virginia
February 16, 2000

<PAGE>


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

              None.


<PAGE>


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------------------------------------------------------------

Directors

     The Company  incorporates  herein by reference the  information  concerning
directors contained in its Proxy Statement for its 2000 Stockholder's Meeting to
be filed within 120 days after the end of the  Company's  fiscal year (the "1999
Proxy Statement").

Executive Officers

     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
  ----                     ---  -------------
  William F. Gorog         74   Chairman of the Board
  Alfred S. Dominick, Jr.  54   President and Chief Executive Officer
  Steven P. Mullins        33   Vice President of Finance, Treasurer
                                 and Controller
  Thomas R. Oxendine       51   Chief Technology Officer and Vice President
  Albert N. Wergley        52   Vice President, General Counsel and Secretary

William  F. Gorog has served as  Chairman  and  director  of the  Company  since
November  1996.  Mr.  Gorog had served as  Chairman of US Order from May 1990 to
November 1996.  From October 1987 until founding US Order in May 1990, he served
as chairman of the board of Arbor International,  an investment management firm.
From 1982 to 1987,  he served as president  and chief  executive  officer of the
Magazine  Publishers  of America,  an  association  representing  the  principal
consumer publications in the United States. During the Ford Administration,  Mr.
Gorog served as deputy  assistant  to the  President  for  Economic  Affairs and
Executive  Director of the Council on International  Economic  Policy.  Prior to
that time, he founded and served as chief executive officer of DataCorp.,  which
developed the Lexis and Nexis  information  systems for legal and media research
and which was subsequently sold to the Mead Corporation.

Alfred S. Dominick,  Jr. has served as the President and Chief Executive Officer
of the Company  since August 1998.  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 1985.  Prior to Bank One
Texas, Mr. Dominick was a Senior Vice President with Fleet National Bank.

Steven P.  Mullins has served as the Vice  President of Finance,  Treasurer  and
Controller of the Company since January,  2000.  From January,  1999 to January,
2000,  he served as  Controller  and Director of Finance and from June,  1997 to
January, 1999, he served as
 <PAGE>

Director of  Financial  Planning  of the  Company.  From 1995 to 1997,  he ran a
financial consulting practice. Previous to that he was an Administrator with the
Fairfax County, Virginia Government.

Thomas R. Oxendine has served as Chief Technology  Officer and Vice President of
Engineering  and  Implementation  since  June  1998.  From 1994 to 1998,  he was
Executive Vice President, Banking Systems, for Olivetti North America. From 1991
to 1994, he served as Vice President,  Systems Division,  and from 1988 to 1991,
he was Regional Manager, Implementation and Support, for Olivetti North America.
Previously  he held  various  management  positions  with  Ericsson  Information
Systems, ISC Systems Corp., and Durango Systems.

Albert N. Wergley has served as Vice President,  General Counsel,  and Secretary
of the Company since November 1996. From May 1995 to November 1996, he served as
Vice President and General  Counsel of US Order.  From 1986 to 1994, Mr. Wergley
was vice  president  and general  counsel of Verdix  Corporation  (now  Rational
Software Corporation), a manufacturer of software development tools. Previous to
that he was associated with the McLean,  Virginia office of the law firm of Reed
Smith Shaw & McClay and with the law firm of Howrey & Simon in Washington, D.C.

Beneficial Ownership Reporting

     The Company  incorporates  herein by reference the information  required by
Item 405 of Regulation S-K contained in its 2000 Proxy Statement.

ITEM 11. EXECUTIVE COMPENSATION
-------------------------------

     The Company  incorporates  herein by reference the  information  concerning
executive compensation contained in the 2000 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
2000 Proxy Statement.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------------------------------------------------------

     The Company  incorporates  herein by reference the  information  concerning
certain  relationships  and  related  transactions  contained  in the 2000 Proxy
Statement.


<PAGE>


                                     PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
-------------------------------------------------------------------------

(a)    1.     FINANCIAL STATEMENTS

              See Item 8 of this Report


       2.     FINANCIAL STATEMENT SCHEDULES

              See Item 8 of this Report


       3.     EXHIBITS



                                  EXHIBIT INDEX
          Exhibit
           Number                  Description
          --------                 ------------

           3.1     Certificate  of  Incorporation  of  InteliData   Technologies
                   Corporation. (Incorporated herein by reference to Appendix IV
                   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).

           3.1.1   Amendment to the Certificate of Incorporation. (Incorporated
                   herein by reference  to the  Company's Registration Statement
                   on Form S-8,  File Number 333-93227).

           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).

          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 September 9, 1999).

          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).

<PAGE>

          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
                   Officer's Plan.

          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.

          10.7     Employment Agreement dated November 3, 1998 between
                   InteliData  Technologies Corporation  and Thomas R. Oxendine.
                   (Incorporated herein by reference to Exhibit 10 to the
                   Company's Report on Form 10-K for the year ended December
                   31, 1998).

          10.8     General  Release and Severance  Agreement dated June 23, 1999
                   between  InteliData  Technologies  Corporation  and  John  C.
                   Backus, Jr.  (Incorporated  herein by reference to Exhibit 10
                   to the  Company's  Report on Form 10-Q for the quarter  ended
                   June 30, 1999).

   *      21.1     InteliData Technologies Corporation List of Significant
                   Subsidiaries.

   *      23.1     Consent of Deloitte & Touche LLP.

   *      27.1     Financial Data Schedule, December 31, 1999.


-------------
   * filed herewith

(b)    REPORTS ON FORM 8-K

     The Company filed a Current  Report on Form 8-K/A with the  Securities  and
Exchange  Commission on November 4, 1999, in accordance  with the  provisions of
Item 601 of  Regulation  S/K,  amending  the  Company's  unaudited  consolidated
balance sheet as of September 30, 1999.

                *     *     *     *     *     *     *     *     *     *     *


<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.
                                         President and Chief Executive Officer
                                         (Principal Executive 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.   President, Chief Executive          March 29, 2000
---------------------------   Officer, Chief Financial
Alfred S. Dominick, Jr.       Officer and Director

/s/ William F. Gorog          Chairman of the Board               March 29, 2000
--------------------          and Director
William F. Gorog

/s/ Steven P. Mullins         Vice President of Finance,          March 29, 2000
---------------------         Treasurer and Controller
Steven P. Mullins             (Principal accounting officer)

/s/ Norman J. Tice            Director                            March 29, 2000
------------------
Norman J. Tice

/s/ Patrick F. Graham         Director                            March 29, 2000
---------------------
Patrick F. Graham

                              Director                            March 29, 2000
--------------------------
John J. McDonnell, Jr.

/s/ L. William Seidman        Director                            March 29, 2000
----------------------
L. William Seidman