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

                                   FORM 10-K/A

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

For the fiscal year ended: December 31, 2004   Commission File Number: 000-21685

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

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

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

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

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

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

                     Common Stock par value $0.001 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed  by  Section  13 or 15 (d) of the  Securities  Exchange  Act of 1934
during the preceding 12 months (or for such shorter  period that the  registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days.
Yes      X         No
    -----------       -----------

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

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

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

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

                      DOCUMENTS INCORPORATED BY REFERENCE

None.

<PAGE>

                                Explanatory Note

     This amendment to the InteliData Technologies  Corporation Annual Report on
Form 10-K for the fiscal  year ended  December  31,  2004 is being  filed to add
information  required by Item 307, Item 308(a) and Item 308(c) of Regulation S-K
and the attestation report of the Company's registered public accounting firm as
required by Item  308(b) of  Regulation  S-K on Part II of Form 10-K,  which the
Company  elected not to include in the Form 10-K  originally  filed on March 31,
2005, as permitted by Exemptive Order 34-50754.

     InteliData Technologies  Corporation has entered into an Agreement and Plan
of Merger,  dated as of March 31, 2005, with Corillian  Corporation  pursuant to
which  the  Company  will  merge  with and  into a  wholly-owned  subsidiary  of
Corillian  Corporation.  In light of the proposed  merger,  the Company does not
intend  to  mail  a  definitive   proxy  statement  for  an  annual  meeting  of
stockholders  before  April  30,  2005.  As a  result,  this  amendment  to  the
InteliData  Technologies  Corporation  Annual Report on Form 10-K for the fiscal
year ended December 31, 2004 is also being filed to add information  required by
Part III of Form 10-K,  which was  cross-referenced  to the Company's 2005 Proxy
Statement  for  its  2005  Annual  Meeting  of  Stockholders  in the  Form  10-K
originally filed on March 31, 2005.


     This amendment does not amend or update any other  information set forth in
the original  Annual Report on Form 10-K for the fiscal year ended  December 31,
2004 previously filed on March 31, 2005.


<PAGE>

PART II
=======

ITEM 9A.   CONTROLS AND PROCEDURES
----------------------------------

(a)  EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     The Company  maintains a set of  disclosure  controls  and  procedures,  as
defined  under Rule  13a-15(e)  under the  Securities  Exchange Act of 1934,  as
amended  (the  "Exchange  Act"),  that are  designed to ensure that  information
required to be disclosed by the Company in the reports that the Company files or
submits under the Exchange Act is recorded, processed,  summarized and reported,
within the time periods  specified  in the SEC's rules and forms,  and that such
information  is  accumulated  and  communicated  to  the  Company's  management,
including the Company's Chief Executive Officer and Chief Financial Officer,  as
appropriate,  to allow timely decisions regarding required disclosure.  Pursuant
to Exchange Act Rule 13a-15(b), the Company carried out an evaluation, under the
supervision and with the  participation of the Company's  management,  including
the  Company's  Chief  Executive  Officer and Chief  Financial  Officer,  of the
effectiveness of the design and operation of the Company's  disclosure  controls
and  procedures as of December 31, 2004,  the end of the period  covered by this
report.  Based upon that evaluation,  the Company's Chief Executive  Officer and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures were not effective as of December 31, 2004 for the reasons  discussed
below related to the material  weaknesses in the Company's internal control over
financial  reporting.  To address the control  weaknesses  described  below, the
Company  performed  additional  analysis and other  post-closing  procedures  to
ensure that the financial statements  originally filed on March 31, 2005, in the
Annual Report on Form 10-K fairly present in all material respects the financial
condition  and  results  of  operations  of the  Company  for the  fiscal  years
presented.

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

     Management  is  responsible  for  establishing  and  maintaining   adequate
internal  control  over  financial  reporting,  as defined in Exchange  Act Rule
13a-15(f).  Under the  supervision and with the  participation  of the Company's
management,  the Company  conducted an  evaluation of the  effectiveness  of its
internal control over financial  reporting as of December 31, 2004, based on the
framework  in the  "Internal  Control  -  Integrated  Framework"  issued  by the
Committee of Sponsoring Organizations of the Treadway Commission.  Based on this
evaluation the Company has concluded that the Company did not maintain effective
internal control over financial reporting as of December 31, 2004 as a result of
the six material weaknesses discussed below.

Selection and Application of Generally Accepted Accounting Principles

     The Company's  controls over the  selection  and  application  of generally
accepted  accounting  principles  are  ineffective  as a  result  of  inadequate
resources and technical  accounting  expertise within the accounting function to
resolve non-routine or complex accounting matters. This resulted in adjustments,
which were  material to the financial  statements as of December 31, 2004.  Such
adjustments related to the accounting for lease transactions and warrants issued
to purchase the  Company's  common stock and  resulted in a  restatement  of the
Company's consolidated financial statements;  the details and magnitude of which
are discussed in Note 2(n) and Note 14 (unaudited) to the consolidated financial
statements and Item 6 - Selected  Financial Data, originally  filed on March 31,
2005, in the Annual Report on Form 10-K.

Financial Close and Reporting Process

     The Company's  design and operation of controls with respect to the process
of preparing  and  reviewing  the annual and interim  financial  statements  are
ineffective.  Deficiencies  identified include the lack of appropriate review of
the footnotes, reconciliations, and supporting workpapers including the deferred
rent liability schedule and the schedule underlying the statement of cash flows.
The Company also lacks adequate  controls  related to complying with  disclosure
requirements such as the use of disclosure  checklists,  lacks adequate controls
over spreadsheets used in the financial close and reporting  process,  and lacks
an  independent  review of journal  entries.  While these  deficiencies  did not
result  in a  material  misstatement  of the  financial  statements,  due to the
potential  pervasive  effect on the  financial  statement  account  balances and
disclosures and the importance of the annual and interim  financial  closing and
reporting process, in the aggregate, management has concluded that there is more
than a remote  likelihood that a material  misstatement in our annual or interim
financial statements could occur and would not be prevented or detected.
<page>

Recognition of Revenue and Deferred Revenue

     The Company did not design and implement  appropriate  controls  related to
the  recognition of revenue for software  contracts and controls  related to the
balance  sheet  classification  of the  related  deferred  revenue  accounts  in
accordance with generally accepted  accounting  principles.  In particular,  the
Company  does not have  adequate  controls  to capture and analyze the terms and
conditions  of new contracts or  procedures  to capture,  analyze,  and properly
record the impact of amendments or side  agreements  to existing  contracts.  An
audit  adjustment to reclassify  deferred  revenue from current to long-term was
recorded by the Company and side agreements  were detected by management  during
the fourth quarter of 2004.  While the lack of adequate  controls to capture and
analyze the terms and conditions of contracts  including side agreements and the
deferred  revenue  adjustment did not result in a material  misstatement  of the
financial statements, based on the significance of revenue and the elevated risk
of misstatement associated with software revenue recognition,  in the aggregate,
management has concluded there is more than a remote  likelihood that a material
misstatement  in our  annual or  interim  financial  statements  could occur and
would not be prevented or detected.

Segregation of Duties

     The  Company  did  not  design  and  implement   controls  related  to  the
segregation  of duties  including  a lack of  segregation  of  duties  between a
preparer and reviewer of journal  entries and a lack of segregation of duties in
the Company's revenue and payroll  processes.  While these  deficiencies did not
result  in a  material  misstatement  of the  financial  statements,  due to the
potential   pervasive  effect  on  financial   statement  account  balances  and
disclosures  and the  absence  of  other  mitigating  controls,  management  has
concluded there is more than a remote likelihood that a material misstatement in
our  annual  or  interim  financial  statements  could  occur  and  would not be
prevented or detected.

Control Environment

     The  Company's   design  and  operation  of  controls  within  the  control
environment component are ineffective. Deficiencies identified include employees
do not have to sign a  confirmation  that they have read the code of conduct,  a
lack  of a  comprehensive  delegation  of  authority  policy  for  approvals  of
significant  contracts and other  transactions,  and a lack of training programs
particularly  in  the  financial  close  and  reporting  group.  Management  has
concluded that these  deficiencies,  when considered in the aggregate along with
the  significance and number of all other  deficiencies,  including the material
weaknesses  disclosed in this report,  are indicative of an ineffective  control
environment that constitutes a material weakness.

Risk Assessment

     The Company's  design of controls within the risk  assessment  component is
ineffective  as the Company lacks an  established  process to identify risks and
changes in risks,  including the risk of fraud.  Due to the  significance of the
risk assessment  component and, in particular,  the consideration of the risk of
fraud, management has concluded that this constitutes a material weakness.

     Deloitte  &  Touche  LLP,  the  Company's  independent   registered  public
accounting firm, audited the consolidated financial statements and has issued an
attestation report on management's  assessment of the Company's internal control
over financial reporting which is included herein.

(c)  ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We  have  audited   management's   assessment,   included  in  the  accompanying
Management's  Report  on  Internal  Control  over  Financial   Reporting,   that
InteliData  Technologies  Corporation (the "Company") did not maintain effective
internal  control over financial  reporting as of December 31, 2004,  because of
the effect of the material
<page>

weaknesses  identified in management's  assessment based on criteria established
in Internal Control--Integrated  Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission  ("COSO").  The Company's management is
responsible for maintaining  effective internal control over financial reporting
and for its assessment of the  effectiveness  of internal control over financial
reporting.   Our  responsibility  is  to  express  an  opinion  on  management's
assessment and an opinion on the effectiveness of the Company's internal control
over financial reporting based on our audit.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain  reasonable  assurance  about whether  effective
internal  control  over  financial  reporting  was  maintained  in all  material
respects. Our audit included obtaining an understanding of internal control over
financial reporting,  evaluating management's assessment, testing and evaluating
the design and operating  effectiveness of internal control, and performing such
other  procedures as we considered  necessary in the  circumstances.  We believe
that our audit provides a reasonable basis for our opinions.


A company's internal control over financial  reporting is a process designed by,
or under the  supervision  of, the company's  principal  executive and principal
financial officers, or persons performing similar functions, and effected by the
company's  board of  directors,  management,  and  other  personnel  to  provide
reasonable  assurance  regarding the reliability of financial  reporting and the
preparation  of financial  statements for external  purposes in accordance  with
generally  accepted  accounting  principles.  A company's  internal control over
financial  reporting  includes those policies and procedures that (1) pertain to
the  maintenance  of records that, in reasonable  detail,  accurately and fairly
reflect the  transactions  and  dispositions  of the assets of the company;  (2)
provide  reasonable  assurance  that  transactions  are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting  principles,  and that receipts and  expenditures  of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of  unauthorized  acquisition,  use, or  disposition  of the company's
assets that could have a material effect on the financial statements.


Because  of  the  inherent   limitations  of  internal  control  over  financial
reporting,  including  the  possibility  of  collusion  or  improper  management
override of controls,  material  misstatements  due to error or fraud may not be
prevented or detected on a timely basis. Also,  projections of any evaluation of
the  effectiveness  of the internal  control over financial  reporting to future
periods are subject to the risk that the controls may become inadequate  because
of changes in conditions,  or that the degree of compliance with the policies or
procedures may deteriorate.


A material weakness is a significant  deficiency,  or combination of significant
deficiencies,  that  results  in more than a remote  likelihood  that a material
misstatement of the annual or interim financial statements will not be prevented
or detected. The following material weaknesses have been identified and included
in management's assessment:

     o    The Company's controls over the selection and application of generally
          accepted  accounting   principles  are  ineffective  as  a  result  of
          inadequate  resources and technical  accounting  expertise  within the
          accounting  function  to resolve  non-routine  or  complex  accounting
          matters.  This  resulted in  adjustments,  which were  material to the
          financial statements as of December 31, 2004. Such adjustments related
          to the  accounting  for  lease  transactions  and  warrants  issued to
          purchase the Company's  common stock and resulted in a restatement  of
          the  Company's  consolidated  financial  statements;  the  details and
          magnitude of which are discussed in Note 2(n) and Note 14  (unaudited)
          to the consolidated financial statements.

     o    The  Company's  design and  operation of controls  with respect to the
          process of preparing and  reviewing  the annual and interim  financial
          statements are ineffective.  Deficiencies  identified include the lack
          of  appropriate   review  of  the  footnotes,   reconciliations,   and
          supporting  workpapers  including the deferred rent liability schedule
          and the schedule  underlying the statement of cash flows.  The Company
          also lacks  adequate  controls  related to complying  with  disclosure
          requirements such as the use of disclosure checklists,  lacks adequate
          controls over  spreadsheets  used in the financial close and reporting
          process,  and lacks an independent  review of journal  entries.  While
          these  deficiencies  did not result in a material  misstatement of the
          financial  statements,  due to the potential  pervasive  effect on the
          financial   statement   account   balances  and  disclosures  and  the
          importance of the annual or interim  financial  closing and  reporting
          process, in the aggregate, there is more than a remote likelihood that
          a material misstatement of the annual or  interim financial statements
          would not have been prevented or detected.
<page>

     o    The Company did not design and implement  appropriate controls related
          to the  recognition  of revenue for  software  contracts  and controls
          related to the balance sheet  classification  of the related  deferred
          revenue  accounts in accordance  with  generally  accepted  accounting
          principles. In particular, the Company does not have adequate controls
          to capture and analyze the terms and  conditions  of new  contracts or
          procedures  to capture,  analyze,  and  properly  record the impact of
          amendments  or  side  agreements  to  existing  contracts.   An  audit
          adjustment  to reclassify  deferred  revenue from current to long-term
          was  recorded  by the  Company and side  agreements  were  detected by
          management during the course of our audit.  While the lack of adequate
          controls to capture and analyze the terms and  conditions of contracts
          including side agreements and the deferred revenue  adjustment did not
          result in a material misstatement of the financial  statements,  based
          on the  significance  of revenue and the elevated risk of misstatement
          associated with software revenue recognition,  in the aggregate, there
          is more than a remote  likelihood that a material  misstatement of the
          annual or  interim financial  statements would not have been prevented
          or detected.

     o    The  Company  did not design  and  implement  controls  related to the
          segregation  of  duties  including  a lack of  segregation  of  duties
          between a  preparer  and  reviewer  of journal  entries  and a lack of
          segregation of duties in the Company's revenue and payroll  processes.
          While these deficiencies did not result in a material  misstatement of
          the financial  statements,  due to the potential  pervasive  effect on
          financial  statement  account balances and disclosures and the absence
          of other mitigating  controls,  there is more than a remote likelihood
          that  a  material  misstatement  of the annual  or  interim  financial
          statements would not have been prevented or detected.

     o    The  Company's  design and  operation  of controls  within the control
          environment component are ineffective. Deficiencies identified include
          employees do not have to sign a  confirmation  that they have read the
          code of conduct,  a lack of a  comprehensive  delegation  of authority
          policy for approvals of significant  contracts and other transactions,
          and a lack of training  programs  particularly  in the financial close
          and  reporting  group.  These  deficiencies,  when  considered  in the
          aggregate  along  with  the  significance  and  number  of  all  other
          deficiencies,  including  the  material  weaknesses  disclosed in this
          report,  are indicative of an  ineffective  control  environment  that
          constitutes a material weakness.

     o    The Company's design of controls within the risk assessment  component
          is ineffective as the Company lacks an established process to identify
          risks and changes in risks,  including  the risk of fraud.  Due to the
          significance of the risk assessment component and, in particular,  the
          consideration  of the  risk of  fraud,  this  constitutes  a  material
          weakness.

These material weaknesses were considered in determining the nature, timing, and
extent  of  audit  tests  applied  in our  audit of the  consolidated  financial
statements  as of and for the year ended  December  31,  2004 of the Company and
this  report  does  not  affect  our  report  on  such  consolidated   financial
statements.

In our opinion, management's assessment that InteliData Technologies Corporation
did not  maintain  effective  internal  control over  financial  reporting as of
December 31, 2004,  is fairly  stated,  in all material  respects,  based on the
criteria  established in Internal  Control--Integrated  Framework  issued by the
Committee of Sponsoring  Organizations of the Treadway  Commission.  Also in our
opinion, because of the effect of the material weaknesses described above on the
achievement of the objectives of the control criteria,  InteliData  Technologies
Corporation  has  not  maintained  effective  internal  control  over  financial
reporting as of December 31, 2004, based on the criteria established in Internal
Control--Integrated   Framework   issued   by  the   Committee   of   Sponsoring
Organizations of the Treadway Commission.

We have also  audited,  in accordance  with the standards of the Public  Company
Accounting   Oversight  Board  (United  States),   the  consolidated   financial
statements  as of and for the year ended  December 31, 2004,  of the Company and
our report  dated  March 31,  2005  expressed  an  unqualified  opinion on those
financial  statements  and  included  an  explanatory   paragraph  which  raises
substantial doubt about the Company's ability to continue as a going concern.


/s/ Deloitte & Touche LLP

McLean, Virginia
May 2, 2005

<PAGE>


(d)  CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

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


PART III
========

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

     InteliData  Technologies  Corporation's  annual meeting of stockholders for
2005 has been postponed due to the pending merger with Corillian Corporation. An
annual meeting will be scheduled at a later date. As used in this report, except
where  otherwise  stated  or  indicated  by the  context,  "InteliData"  or "the
Company"  means  InteliData   Technologies   Corporation  and  its  consolidated
subsidiaries.

Directors and Executive Officers

     Information  regarding the Company's executive officers may be found in the
section entitled "Executive Officers of the Registrant" in Part I of this Annual
Report on Form 10-K.

     The following persons currently serve as directors of the Company:

     Alfred S. Dominick,  Jr., age 59, has served as the Chief Executive Officer
and a director of InteliData since August 1998. He has served as Chairman of the
Board since August 2002.  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.  From 1990 to 1992, Mr.  Dominick was an Executive
Vice  President  with Bank One  Texas.  Prior to  joining  Bank One  Texas,  Mr.
Dominick  was a Senior Vice  President  with  Shawmut  National  Bank (now Fleet
National Bank). Mr. Dominick currently serves as a director of FB BanCorp.

     Neal F.  Finnegan,  age 67, has served as a director  of  InteliData  since
2001. He is a Director of Citizens  Capital,  Inc.,  and the principal in Clover
Capital, LLC and Data Products,  USA, Inc. He is on the Board of SMH Fine Foods,
Inc. and is a managing  partner of Clover Capital and Consulting  LLP. He served
as Chairman of Citizens Bank of Massachusetts  from January 2000 to January 2005
and also was a director of Citizens  Financial  Group,  Inc.  From February 2000
through  May 2001,  he served as  President  of Lumber  Insurance  Companies,  a
specialty  insurer  to the  lumber  industry.  From 1993 to  January  2000,  Mr.
Finnegan was Chairman and Chief Executive  Officer of US Trust.  Previously,  he
served in the  financial  services  sector as an executive  with  Bankers  Trust
Company  of New York,  Bowery  Savings  Bank,  Worcester  Bancorp,  and  Shawmut
Corporation.

     Patrick F.  Graham,  age 65, has served as a director of  InteliData  since
1996 and was a director of US Order,  Inc. from 1993 until US Order and Colonial
Data  Technologies  Corp.  merged to form  InteliData  in November  1996.  Since
October  2001,  he has been the  Vice  President  of  Business  Development  and
Strategic  Projects for The Gillette  Company,  a consumer  products marketer of
personal care and personal use  products.  From July 1999 until October 2001, he
was the  Director of the Global  Strategy  Practice  of A.T.  Kearney,  Inc.,  a
management  consulting  firm.  From 1997  until  June  1999,  he served as Chief
Executive Officer of WorldCorp, Inc. On February 12, 1999, WorldCorp, Inc. filed
a voluntary  petition and a proposed plan of reorganization  under Chapter 11 of
the United States  Bankruptcy Code with the United States  Bankruptcy  Court for
the district of Delaware. He was previously a director of Bain & Company,  Inc.,
a management  consulting firm Mr. Graham  co-founded in 1973. In addition to his
primary  responsibilities  with Bain clients,  he served as Bain's Vice Chairman
and Chief Financial Officer. Prior to founding Bain, Mr. Graham was a group Vice
President  with the Boston  Consulting  Group.  Mr. Graham is also a director of
Stericycle,  Inc.,  a provider of medical  waste  services  and OSHA  compliance
services.
<page>

     Michael E. Jennings,  age 59, has served as a director of InteliData  since
his  appointment  in August  2004.  He served as President  and Chief  Operating
Officer of  InteliData  from May 2003  through  August 2004.  Prior to this,  he
served as the  Executive  Vice  President  of  Product  Management  and  Payment
Solutions since joining  InteliData in June 2000.  Prior to joining  InteliData,
Mr.  Jennings  served at Bank of  America  as a Senior  Vice  President  of Self
Service Delivery.  During the eight years prior to joining InteliData, he worked
on alternative  delivery  strategies  and managing  several  different  areas of
electronic banking including:  Debit Cards,  ATMs,  ATM/POS  Operations,  PC and
Internet Banking, and EFT switches. Mr. Jennings is a former director of CIRRUS,
Money  Transfer  Systems,  Credit Systems Inc., and was chairman of the American
Banking Association's Retail Payment Systems Committee.

     L. William  Seidman,  age 83, has served as a director of InteliData  since
1997.  He is the publisher of Bank Director  magazine and chief  commentator  on
CNBC-TV. He served on the board of US Order Inc., InteliData's predecessor, from
1995 to 1996.  Mr.  Seidman  served  from  1985 to 1991 as the  Chairman  of the
Federal Deposit Insurance  Corporation  (FDIC) and from 1989 to 1991 also served
as the Chairman of the Resolution  Trust  Corporation.  Before joining the FDIC,
Mr.  Seidman  served  as  Dean of the  College  of  Business  at  Arizona  State
University.  From 1977 to 1982 he was  Vice-Chairman and Chief Financial Officer
of Phelps Dodge Corporation.  Mr. Seidman has also served as managing partner of
Seidman &  Seidman,  Certified  Public  Accountants  (now BDO  Seidman),  and as
Assistant to the President for Economic Affairs during the Ford  Administration.
Mr. Seidman  presently  serves as a director of Fiserv,  Inc., a data processing
company, Clark, Inc., a services company providing  insurance-financed  benefits
programs,  LML Payment Systems,  Inc., a financial payment process company, GMAC
Commercial Mortgage, and GMAC Bank, a retail banking business.

     Norman J. Tice,  age 69, has served as a director of InteliData  since 1999
and is the Chairman of the Executive  Committee of the Board and the  designated
lead  outside  director.  Mr.  Tice  is the  former  Chairman  of the  Board  of
MasterCard International and of Blue Cross and Blue Shield of Missouri and Right
Choice  Managed  Care,  Inc. He currently  serves as a director of  Consolidated
Financial  Services,  a  brokerage  firm and  General  Credit  Forms,  and is an
advisory  director  of 1st  National  Bank  in St.  Louis  and of  Lawrence  and
Associates,  an IT  consulting  firm.  Mr. Tice has over 40 years  experience in
banking as an  executive  with  Boatmen's  Bank of St.  Louis,  City Bank of St.
Louis, Charter Bank, N.A. of St. Louis, and Boatmen's Bancshares, Inc. From 1985
until his retirement in 1996, Mr. Tice's positions  included service as Chairman
and Chief Executive  Officer of Boatmen's  Credit Card Bank,  Chairman and Chief
Executive Officer of Boatmen's Community Development Corporation,  and Executive
Vice President of Boatmen's Bank of St. Louis.

Audit Committee

     The audit  committee  (consisting  of  Messrs.  Finnegan,  Graham and Tice)
selects InteliData's  independent  auditors,  reviews related party transactions
for  conflicts  of  interest,  reviews with  InteliData's  independent  auditors
matters  relating to the scope and plan of the audit,  the  adequacy of internal
controls, and the preparation of InteliData's financial statements,  and reports
and makes  recommendations  to the board of directors with respect thereto.  The
audit committee held four regular  meetings and four telephonic  meetings during
fiscal year 2004. All of the committee members satisfy the current  independence
requirements of The Nasdaq Stock Market.  Each member of the committee meets The
Nasdaq Stock Market listing standards' financial literacy requirements for audit
committee members. The board of directors has determined that at least one audit
committee member,  Mr. Finnegan,  is an "audit committee  financial  expert," as
defined by the regulations promulgated by the SEC.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires
InteliData's directors and executive officers and beneficial owners of more than
10% of  InteliData's  common  stock to file  with  the SEC  initial  reports  of
ownership  and  reports  of  changes  in  ownership  of  equity   securities  of
InteliData.  Officers,  directors  and  beneficial  owners  of more  than 10% of
InteliData's  common stock are required by SEC regulation to furnish  InteliData
with copies of all  Section  16(a) forms they file.  To  InteliData's  knowledge
based solely upon a review of copies of such reports furnished to InteliData and
representations  that no other  reports  were  required,  during the fiscal year
ended December 31, 2004, InteliData's officers,  directors and beneficial owners
of more than 10% of  InteliData's  common  stock  complied  with all  applicable
Section 16(a) filing  requirements,  except for the Form 4 filed on December 30,
2004  reporting  the  surrender  of shares  of  InteliData  common  stock by Mr.
Dominick to InteliData on December 15, 2004.

<PAGE>
Corporate Governance Guidelines and Codes of Ethics

     Corporate   Governance   Guidelines.   InteliData's   Corporate  Governance
Guidelines are available on the Company's Website (www.intelidata.com).

     Codes of  Ethics.  InteliData  has  adopted a Code of Ethics  for its Chief
Executive Officer / Senior Financial Officers which may be found on its Website.
InteliData has also adopted a Code of Business Conduct and Ethics for directors,
officers and employees, which is available on its Website. InteliData intends to
satisfy the disclosure  requirement  under Item 5.05 of Form 8-K by posting such
information on its Website.

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

Compensation of Directors

     Directors of InteliData who are not also  executive  officers of InteliData
or of an affiliate of InteliData  receive a quarterly payment of $3,000 and $500
for each board of directors meeting  attended,  excluding  telephonic  meetings.
They are also reimbursed for usual and ordinary expenses of meeting  attendance.
Under the Non-Employee  Directors' Stock Option Plan, each non-employee director
is  offered   options  to  purchase  6,000  shares  of  common  stock  following
InteliData's  annual meeting of stockholders.  The exercise price for any option
grants  under this plan will be the average  closing  price of the common  stock
during the 30 trading  days  immediately  preceding  the date of grant.  Options
granted  under  this  plan  vest in 12 equal  monthly  installments  during  the
non-employee director's continued service on the board of directors.  The option
price  may be paid in cash,  by  surrendering  shares  of  common  stock or by a
combination  of cash and common stock.  All options expire ten years after their
grant.  Up to  200,000  shares of common  stock may be issued  under  this plan,
subject to certain adjustments.

     Mr. Jennings, in addition to the foregoing, received $3,333.33 per month in
consulting fees pursuant to the Consultant Agreement,  dated August 16, 2004. As
a  consultant,  Mr.  Jennings  provided  InteliData  approximately  35  hours of
services per month.  The  Consultant  Agreement  was  terminated on February 28,
2005.  InteliData  also entered into a separation  agreement and general release
with  Mr.  Jennings  dated  August  16,  2004.  This  agreement  terminated  the
employment  agreement Mr. Jennings had with InteliData  dated June 14, 2000. The
separation  agreement and general release  provides for payment of the following
severance  benefits and  consideration to Mr. Jennings:  current full salary and
accrued and unused vacation pay through August 15, 2004; all Mr. Jennings' stock
options and awards continued  vesting until October 31, 2004; an automobile that
was purchased by  InteliData  and was titled in Mr.  Jennings'  name and, upon a
"change of control"  of  InteliData  which  occurs  before  August 16,  2005,  a
severance  payment of  $200,000.00 in cash to be paid within thirty (30) days of
the date of a "change of control."

Summary Compensation Table

     The following table sets forth information concerning the annual, long-term
and  all  other   compensation  for  services  rendered  in  all  capacities  to
InteliData,  it subsidiaries  and  predecessors for the years ended December 31,
2004, 2003 and 2002 of (a) InteliData's Chief Executive Officer, and (b) each of
the other three  highly  compensated  executive  officers  (other than the chief
executive officer) of InteliData,  the named executive officers, whose aggregate
cash compensation exceeded $100,000 for the fiscal year ended December 31, 2004.
<page>

<TABLE>


                                                                                  Long-Term Compensation
                                                                                          Awards
                                                                              -----------------------------
                                                 Annual Compensation             Restricted      Securities
                                       -------------------------------------     Stock          Underlying          All Other
Executive                     Year    Salary ($)   Bonus ($) (1)   Other ($)    Awards ($)      Options (#)    Compensation ($)(2)
---------                     ----    ----------   -------------   ---------    ----------      -----------    -------------------
<S>                          <C>      <C>          <C>             <C>          <C>             <C>             <C>

Alfred S. Dominick, Jr.      2004        375,000               --         --            --             80,000                 9,006
  Chairman & Chief           2003        354,233               --         --            --                 --                31,856
  Executive Officer          2002        300,000           50,000         --                               --                63,417

Karen Kracher                2004        165,192               --         --        19,500(5)         100,000                 2,240
  President(3)               2003             --               --         --            --                 --                    --
                             2002             --               --         --            --                 --                    --

Michael E. Jennings          2004        125,000               --         --         7,800(6)              --                46,557
  Former President & Chief   2003        200,000               --         --        40,500                 --                62,090
  Operating Officer(4)       2002        200,000           30,000         --        42,500             45,000                65,115

Albert N. Wergley            2004        188,511(8)            --         --         7,800(9)              --                52,808
  Former Vice President,     2003        200,000               --         --        27,000                 --                 2,585
  General Counsel &          2002        200,000           20,000         --        25,500             30,000                 2,366
  Secretary(7)
</TABLE>

     (1)  Bonus awards are reported for the year earned,  but may have been paid
          in the subsequent year.

     (2)  For 2004, includes:  (i) travel and temporary housing expenses for Mr.
          Jennings  ($21,361.63);  (ii) the dollar value of  insurance  premiums
          paid by InteliData for the benefit of Mr. Dominick ($6,505.94);  (iii)
          the amount of  Company  matching  contributions  made on behalf of the
          named  individual  under  InteliData's  401(k)  Plan as  follows:  Mr.
          Dominick   ($2,500.00),   Ms.  Kracher   ($2,240.35),   Mr.   Jennings
          ($1,961.46),  and Mr.  Wergley  ($2,807.78);  (iv)  $5,229.49  for the
          partial forgiveness of a loan from InteliData to Mr. Dominick; (v) the
          fair market  value  ($6,935.00)  of the 2000 Toyota Camry given to Mr.
          Jennings  pursuant to his  Separation  Agreement and General  Release;
          (vi)  the  amount  of  consulting  fees  ($15,000.00),  plus  expenses
          ($1,299.00)  paid to Mr.  Jennings  in 2004;  and  (vii) an  amount of
          severance  ($50,000.00) paid to Mr. Wergley pursuant to his Separation
          Agreement and General Release.

          For 2003, includes:  (i) travel and temporary housing expenses for Mr.
          Dominick ($17,490) and Mr. Jennings  ($59,090);  (ii) the dollar value
          of  insurance  premiums  paid by  InteliData  for the  benefit  of Mr.
          Dominick   ($11,866);   and  (iii)  the  amount  of  Company  matching
          contributions   made  on  behalf  of  the   named   individual   under
          InteliData's  401(k)  Plan as  follows:  Mr.  Dominick  ($2,500),  Mr.
          Jennings ($3,000), and Mr. Wergley ($2,585).

          For 2002, includes:  (i) travel and temporary housing expenses for Mr.
          Dominick ($53,396) and Mr. Jennings  ($62,365);  (ii) the dollar value
          of  insurance  premiums  paid by  InteliData  for the  benefit  of Mr.
          Dominick   ($7,521);   and  (iii)  the  amount  of  Company   matching
          contributions   made  on  behalf  of  the  named   individuals   under
          InteliData's  401(k)  Plan as  follows:  Mr.  Dominick  ($2,500),  Mr.
          Jennings ($2,750), and Mr. Wergley ($2,366).

     (3)  Ms. Kracher joined InteliData in January 2004 and became an officer of
          InteliData in August 2004.

     (4)  Mr. Jennings resigned from his position as President & Chief Operating
          Officer on August 15, 2004.

     (5)  For 2004,  consists of the fair  market  value of a  restricted  stock
          award on the date of the award of 25,000  shares on May 21, 2004.  The
          award  vests,  subject  to  Ms.  Kracher's  continued  employment,  on
          November 21, 2005.  Based on the closing price of InteliData's  common
          stock on December 31, 2004,  the unvested  restricted  stock award was
          valued at $16,750.
<page>

     (6)  For 2004,  consists of the fair  market  value of a  restricted  stock
          award on the date of the award of 10,000 shares on May 21, 2004.  This
          award terminated due to Mr. Jennings'  resignation on August 15, 2004.
          For 2003,  consists of the fair  market  value of a  restricted  stock
          award on the date of the  award of 30,000  shares  on April 15,  2003.
          This award vested on October 15, 2004. For 2002,  consists of the fair
          market value of a  restricted  stock award on the date of the award of
          25,000  shares on February 21,  2002.  This award vested on August 21,
          2003.

     (7)  Mr.  Wergley  resigned  from his position as Vice  President,  General
          Counsel & Secretary on November 5, 2004.

     (8)  Includes  unused  vacation  pay  ($11,588.47)  accrued to Mr.  Wergley
          through November 5, 2004.

     (9)  For 2004,  consists of the fair  market  value of a  restricted  stock
          award on the date of the award of 10,000  shares on May 21, 2004.  The
          award terminated due to Mr. Wergley's resignation on November 5, 2004.
          For 2003,  consists of the fair  market  value of a  restricted  stock
          award on the date of the award of 20,000 shares on April 15, 2003. The
          award  vested on October  15,  2004.  For 2002,  consists  of the fair
          market value of a  restricted  stock award on the date of the award of
          15,000  shares on February  21,  2002.  The award vested on August 21,
          2003.

Option/SAR Grants in Last Fiscal Year

     This table presents  information  regarding options granted to InteliData's
Named  Executive  Officers  during the year ended  December 31, 2004 to purchase
shares of InteliData's  Common Stock.  In accordance  with SEC rules,  the table
shows the  hypothetical  "gains" or "option  spreads"  that would  exist for the
respective  options  based on  assumed  rates of  annual  compound  stock  price
appreciation  of 5% and 10% from the date the options were granted over the full
option term.

<TABLE>

                                            Individual Grants
                        --------------------------------------------------------

                                                                                             Potential Realizable Value
                                             Percentage                                           at Assumed Annual
                                              of Total                                           Rates of Stock Price
                             Number of         Options                                           Appreciation for the
                            Securities        Granted to       Exercise                           Option Term (3)
                            Underlying       Employees in     Price Per    Expiration      --------------------------
   Executive            b    Grants(1)      Fiscal Year (1)   Share (2)       Date            5%                10%
--------------------------------------------------------------------------------------------------------------------
<S>                    <C>             <C>                  <C>          <C>             <C>                <C>
Alfred S. Dominick, Jr.      80,000(4)          14.7%  $        0.31       10/15/12     $    11,841        $   28,361
Karen Kracher                50,000(4)           9.2%           1.80       01/28/12          42,971           102,923
                             50,000              9.2%           0.31       10/15/12           7,401            17,726
Michael E. Jennings              --(4)            --%             --             --              --                --
Albert N. Wergley                --(4)            --%             --             --              --                --
</TABLE>

     (1)  The total number of options granted to employees during the year ended
          December 31, 2004 was 545,000.

     (2)  The exercise price per share of options granted  represented  the fair
          market value of the underlying  shares of Common Stock on the date the
          options were granted.

     (3)  As required under the SEC's rules,amounts represent hypothetical gains
          that could be achieved for the respective  options if exercised at the
          end of the option  term.  These  gains are based on  assumed  rates of
          stock price  appreciation  of 5% and 10% compounded  annually from the
          date the  respective  options were granted to their  expiration  date.
          These assumptions are not intended to forecast future  appreciation of
          our stock price. The potential  realizable value  computation does not
          take into account  federal or state income tax  consequences of option
          exercises or sales of appreciated  stock.  If our stock price does not
          actually  increase to a level above the  applicable  exercise price at
          the  time of  exercise,  the  realized  value to the  Named  Executive
          Officers from these options will be zero.

     (4)  These options  become  exercisable as follows:  one-third on the first
          anniversary date of the grant and then ratably over 24 months.
<page>

Option Exercises in Last Fiscal Year and Year-End Value Table

     The following table sets forth information  regarding the exercise of stock
options and the unexercised stock options as of December 31, 2004 granted to the
Chief Executive Officer and the named executive officers under InteliData's 1996
Incentive Plan or any stock plan of InteliData.
<TABLE>

                                                                     Number of Securities
                                                                    Underlying Unexercised           Value of Unexercised
                                                                       Options/SARs at           In-the-Money Options/SARs at
                                                                     December 31, 2004 (#)          December 31, 2004($)(2)
                              Shares            Value               ---------------------        --------------------------
Executive                    Acquired      Realized ($) (1)      Exercisable    Unexercisable   Exercisable    Unnexercisable
---------                    --------      ----------------      -----------    -------------   -----------    --------------
<S>                          <C>           <C>                   <C>            <C>             <C>           <C>


Alfred S. Dominick, Jr.            --                --             700,000         580,000            --          28,800

Karen Kracher                      --                --                  --         100,000            --          18,000

Michael E. Jennings                --                --                  --              --            --              --

Albert N. Wergley               2,001             1,541                  --              --            --              --
</Table>

     (1)  Value based on last reported sale price of  InteliData's  common stock
          on the exercise date minus the exercise price.

     (2)  Value based on last reported sale price of  InteliData's  common stock
          on December  31, 2004 (the last trading day of the year) on the Nasdaq
          SmallCap Market minus the exercise price. The last reported sale price
          at December 31, 2004 was $0.67 per share.


Employment   Contracts,   Termination   of  Employment   and   Change-Of-Control
Arrangements

Alfred S. Dominick, Jr.

     InteliData  has an  employment  agreement  with  Alfred S.  Dominick,  Jr.,
providing that Mr. Dominick will serve as Chief Executive  Officer of InteliData
until April 5, 2006,  unless further extended or sooner  terminated as set forth
in the agreement. Furthermore,  InteliData will nominate and take such action as
may be appropriate or necessary to seek stockholder  election of Mr. Dominick to
InteliData's  board of  directors.  Mr.  Dominick  has agreed to resign from the
board of directors in connection  with, and effective  upon,  termination of his
employment with InteliData.

     Mr. Dominick is entitled to (i) a base salary of $375,000 per year and (ii)
an annual bonus of up to 75% of his base salary.  In addition,  Mr.  Dominick is
entitled to  participate  in all  medical,  dental,  life,  disability,  401(k),
employee  stock  purchase and such other fringe  benefit  plans or  arrangements
generally  made  available  by  InteliData  to  all  salaried  employees.  As an
inducement to his becoming an employee of InteliData,  Mr.  Dominick was granted
options to purchase  1,200,000  shares of common stock pursuant to  InteliData's
1998 CEO Incentive  Plan.  The options  became  exercisable  as to 66,667 option
shares on August 17, 1999,  66,667 option shares on August 17, 2000,  and 66,666
option  shares on August 17, 2001. An  additional  500,000  option shares became
exercisable based on the achievement of designated  trading prices of the common
stock.  The options as to an  additional  500,000  option  shares  shall  become
exercisable  on  April  15,  2008;   provided  that  the  options  shall  become
exercisable  earlier  upon the common stock  trading  above $25.00 per share for
sixty  consecutive days during the term of the options.  Mr. Dominick has agreed
to hold 100,000  shares of common stock for the remaining term of his employment
agreement.  Upon entering into the employment agreement,  Mr. Dominick purchased
200,000 shares of common stock for an aggregate purchase price of $200.00.

     InteliData  may  terminate the agreement for "cause" (as defined) or if Mr.
Dominick  incurs a disability  that  continues  for a period of 180  consecutive
days.  Mr.  Dominick may terminate the  agreement  upon prior written  notice to
InteliData  or for "good  reason" (as defined).  If  InteliData  terminates  Mr.
Dominick for other than "cause," or if Mr. Dominick terminates the agreement for
"good  reason," then Mr.  Dominick is entitled to: (i) an amount equal to twelve
months of his base  salary then in effect;  (ii) any  amounts  vested or payable
under any deferred  salary,  bonus  compensation or other plan;  (iii) an amount
equal  to the  highest  incentive  bonus  paid to him  during
<page>

the three years  immediately  preceding his  termination,  prorated  through his
month of termination; and (iv) a continuation, at InteliData's expense, of life,
disability,  accident and health insurance  benefits for twelve months following
termination.  Notwithstanding  the  above,  if,  within one year of a "change of
control" of InteliData (as defined),  Mr. Dominick's employment is terminated by
InteliData for other than "cause" or by Mr. Dominick for "good reason," then Mr.
Dominick is entitled to: (i) an amount equal to the greater of the  undiscounted
amount of twelve  months base salary or the  undiscounted  remainder of his base
salary for the  unexpired  term of the  employment  agreement;  (ii) any amounts
vested or payable under any deferred salary,  bonus  compensation or other plan;
(iii) an amount  equal to the  highest  incentive  bonus  paid to him during the
three years immediately preceding his termination, prorated through his month of
termination;  and  (iv)  a  continuation,  at  InteliData's  expense,  of  life,
disability,  accident  and health  insurance  benefits for the greater of twelve
months  from  termination  or a  period  equal  to  the  unexpired  term  of the
employment   agreement.   Mr.   Dominick's   employment   agreement   terminates
automatically  upon his death in which  case  InteliData  would  have no further
obligation  to Mr.  Dominick or his estate  other than the  disposition  of life
insurance,  accrued and unpaid base  salary,  accrued  vacation  and bonuses and
other incentive  compensation  earned but not paid for periods prior to the date
of death.

     The  employment  agreement  also  provides  that  during  the  term  of the
agreement and for one year following his termination (other than in the event of
termination  by InteliData  other than for "cause" or by Mr.  Dominick for "good
reason"),  Mr.  Dominick  will  not  compete,   directly  or  indirectly,   with
InteliData.  Furthermore,  pursuant  to  a  non-solicitation  provision  in  the
employment  agreement,  Mr.  Dominick may not solicit  certain current or former
employees of InteliData  during the term of the agreement or for a period of two
years thereafter.

Other Named Executive Officers

     InteliData has an employment  agreement with Karen Kracher,  which provides
for her employment  through  August 16, 2005 unless  further  extended or sooner
terminated as set forth in the agreement.

     Ms. Kracher is entitled to a base salary per year of not less than $200,000
and annual bonuses.  In addition,  Ms. Kracher is entitled to participate in all
bonus  and  incentive  compensation  plans or  arrangements  made  available  by
InteliData  to its officers and is entitled to receive such benefits as provided
to all  salaried  employees  as well as those  established  by the  compensation
committee for  InteliData's  executives.  Her  employment  agreement  terminates
automatically  upon her death in which  case  InteliData  would  have no further
obligation  to Ms.  Kracher or her estate  other  than the  disposition  of life
insurance  and related  benefits  and accrued  and unpaid  base  salary,  bonus,
unreimbursed  expenses and incentive  compensation for periods prior to the date
of death, known as the standard termination  payments.  InteliData may terminate
the  agreement  for "cause" (as defined) or if Ms.  Kracher  incurs a disability
that continues for a period of 180  consecutive  days or 180 days in any 365-day
period.  Ms. Kracher may terminate the agreement for "good reason" (as defined).
She may also  terminate  the  agreement in which case  InteliData  would have no
further obligation to Ms. Kracher except for the standard termination  payments.
If  InteliData  terminates  Ms.  Kracher for other than "cause" or upon death or
total disability, or if she terminates the agreement because InteliData fails to
comply with the  agreement  or  following  a "change of  control" of  InteliData
whereby Ms. Kracher's duties are  substantially  diminished or she is relocated,
then Ms. Kracher is entitled to: (i) the standard termination payments; (ii) any
bonus earned but not yet paid under any bonus program then in effect; (iii) 100%
of her annual base salary;  and (iv) any and all options granted shall be vested
for  twelve  months  and  exercisable  for the  longer  of twelve  months  after
termination date or period for exercise as provided in her option agreement. For
termination  subsequent  to a "change of  control,"  all  granted  but  unvested
options  shall  become   immediately   vested  and   nonforfeitable  and  remain
exercisable for their respective remaining terms.  InteliData will also continue
to cover Ms.  Kracher  under  its  medical,  dental,  life  insurance  and total
disability benefit plans for a period of 6 months at no cost to Ms. Kracher.

Change in Control Severance Agreement

     The Company has entered into Change in Control Severance Agreement with Mr.
Dominick  that  provides  for  certain  termination  benefits  in the  event his
employment  is  terminated  by the  Company  without  "cause" (as defined in the
Change in Control Severance  Agreement) or by Mr. Dominick for "good reason" (as
defined in the  Change in Control  Severance  Agreement),  and such  termination
occurs  either (a) within  ninety  days  before or  twenty-four  months  after a
"change  in  control"  of the  Company  (as  defined  in the  Change in  Control
Severance  Agreement)  or (b) after the Company makes a public  announcement  or
files a report or proxy  statement with the  Securities and Exchange  Commission
disclosing a  transaction  which,  if  completed,  would  constitute a change in
control of the Company and before the Board of  Directors  determines  that such
transaction will not be completed or the transaction is completed.
<page>
     The termination benefits consist of:

     (a) a lump sum cash  payment  equal to (i) any unpaid  base pay and accrued
leave or vacation pay through the termination date, (ii) any unpaid annual bonus
earned prior to the  termination  date,  (iii) two times Mr.  Dominick's  annual
salary plus (iv) any unreimbursed expenses;

     (b)  acceleration of the vesting and  exercisability  of outstanding  stock
options and awards  previously  granted to Mr. Dominick and the extension of the
period for exercising such options until their expiration date;

     (c) payment or reimbursement  for eighteen months after termination for (i)
any COBRA premiums for Mr. Dominick, his spouse and his dependents to the extent
they  participated in the Company's health and medical plan prior to termination
and elect COBRA coverage or (ii) any premiums for  continuation  of other health
and medical  insurance for the  executive,  his spouse and his dependents if Mr.
Dominick,  his spouse and his  dependents  did not  participate in the Company's
health and  medical  plan prior to  termination,  but the  Company was paying or
reimbursing  the  executive  for  premiums  on such  other  health  and  medical
insurance at the time of termination; and

     (d) payment of or  reimbursement  for  premiums  for  continuation  of life
insurance  coverage for eighteen months after termination if the Company paid or
reimbursed Mr. Dominick for such life insurance  coverage  immediately  prior to
his termination of employment.

     As a condition to receiving such payments and benefits,  Mr.  Dominick must
execute a valid  release  and  waiver of any claims  against  the  Company,  its
related  entities,  and  their  shareholders,  officers,  directors,  employees,
benefits plans, representatives, agents, successors and assigns.

     In consideration for such termination benefits, the executive agrees during
the period of employment and for a period of twelve months after  termination of
employment  not to  compete,  directly  or  indirectly,  with the Company or any
related entity,  solicit employees of the Company or any related entity, solicit
any customer of the Company or any related entity, or make disparaging  comments
about the  Company  or any  related  entity.  Mr.  Dominick  also  agrees not to
disclose any secret or  confidential  information  related to the Company or any
related entity.

     If the  termination  payments  or  benefits  would be  subject to change in
control or parachute  payment excise taxes under federal,  state,  or local law,
then the termination payments and benefits must be reduced to the largest amount
that will result in no portion of the payments or benefits being subject to such
taxes.

     The Change in Control  Severance  Agreement  provides that amounts paid and
benefits  provided  shall be construed and  interpreted so that amounts are paid
and  benefits are  provided  only if and to the extent that similar  amounts and
benefits are not paid or provided under any other similar agreements,  policies,
plans, programs, or arrangements of the Company or any related entity, including
any employment agreement between the Company and Mr. Dominick.  Accordingly,  if
similar amounts and benefits are otherwise to be provided to an executive,  then
amounts payable or benefits to be provided under his Change in Control Severance
Agreement shall be reduced by the amount of similar  payments and benefits to be
provided under such other agreement, policy, plan, program or arrangement.

     The initial  term of the Change in Control  Severance  Agreement is through
February  3,  2005,  but  the  term  automatically  extends  for  an  additional
twelve-month  period at the end of the initial term and each annual  anniversary
thereafter,  unless the  Company  gives the  executive  written  notice at least
ninety days prior to the end of the initial term or the applicable extended term
date that the term will not be so extended.

Compensation Committee Interlocks and Insider Participation

     No member of the  Compensation  Committee was, during the last fiscal year,
an  officer  or  employee  of the  Company  nor was  formerly  an officer of the
Company.  There are no Compensation Committee interlocks between the Company and
other  entities  involving the Company's  executive  officers and members of the
Board of Directors who serve as executive  officer or board member of such other
entities.

<PAGE>
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-----------------------------------------------------------------------

     The following table sets forth information as of March 28, 2005,  regarding
beneficial  ownership  of  InteliData's  common  stock by (i) each person who is
known to InteliData to own  beneficially  more than five percent of InteliData's
common stock,  (ii) each director of InteliData,  (iii) each  executive  officer
named in the Summary Compensation Table, the named executive officers, set forth
on page 3 of this proxy statement,  and (iv) all current directors and the named
executive  officers of  InteliData  as a group.  The  information  on beneficial
ownership  in the table and the  footnotes  thereto is based  upon  InteliData's
records  and the  most  recent  Schedule  13G  filed  by each  such  person  and
information  supplied to InteliData by such person.  Unless otherwise indicated,
each person has sole voting power and sole investment  power with respect to the
shares  shown.  Under the  proxy  rules of the SEC,  a person  who  directly  or
indirectly  has or shares  voting  power or  investment  power with respect to a
security is considered a beneficial  owner of the security.  Voting power is the
power to vote or to direct the voting of securities, and investment power is the
power to dispose of or to direct the disposition of securities. Securities as to
which voting power or investment  power may be acquired within 60 days (e.g., by
the  exercise  of  options  or  warrants  to  purchase  common  stock)  are also
considered as beneficially owned under the proxy rules of the SEC.



                                                     Beneficial Ownership
                                                     --------------------
       Name of Stockholder                       Number of Shares      Percent
       -------------------                       ----------------      -------

       John H. Timmis                                3,085,000(1)          6.0
          28 Hawley Road
          North Salem, NY  10560

       Alfred S. Dominick, Jr.                         804,600(2)          1.6

       Karen A. Kracher                                 45,832(3)          *

       Monique L. Marcus                                 5,000             *

       Albert N. Wergley                                69,744             *

       Michael E. Jennings                              94,750             *

       Norman J. Tice                                   66,000(4)          *

       L. William Seidman                               61,000(5)          *

       Patrick F. Graham                                50,500(6)          *

       Neal F. Finnegan                                 34,000(7)          *

       Directors and Executive Officers              1,231,426(8)          2.4
          As a Group (9 persons)

     (1)  As reported in the Schedule  13G/A filed with the SEC on April 8, 2003
          and includes  1,805,000 shares with sole voting and dispositive  power
          and 1,280,000 shares with shared voting and dispositive power.
     (2)  Includes  700,000 shares of common stock issuable upon the exercise of
          options.
     (3)  Includes  20,832 shares of common stock  issuable upon the exercise of
          options.
     (4)  Includes  36,000 shares of common stock  issuable upon the exercise of
          options.
     (5)  Includes  48,000 shares of common stock  issuable upon the exercise of
          options.
     (6)  Includes  40,500 shares of common stock  issuable upon the exercise of
          options.
     (7)  Includes  24,000 shares of common stock  issuable upon the exercise of
          options.
     (8)  Includes  869,332 shares of common stock issuable upon the exercise of
          options.
     *    Less than 1%.

<PAGE>


Securities Authorized For Issuance Under Equity Compensation Plans
<TABLE>


                                    Number of securities to     Weighted average
                                    be issued upon exercise    exercise price of     Number of securities
                                    of outstanding options,   outstanding options,  remaining available for
                                    warrants and rights       warrants and rights       future issuance
                                    -----------------------   --------------------  -----------------------
<S>                                 <C>                       <C>                   <C>

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

</TABLE>

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

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

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

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

     On December  21, 1999,  InteliData  provided a loan of $82,838 to Alfred S.
Dominick, Jr., President and Chief Executive Officer of InteliData,  pursuant to
a Secured  Promissory Note. The loan was originally due on December 21, 2000 and
bears interest at a rate of 5.74%.  The  compensation  committee of the board of
directors of InteliData extended the loan through December 21, 2001. On December
22, 2001, the note was replaced with an Amended and Restated Secured  Promissory
Note,  which  extended the due date until the earlier of December 22, 2004 or 90
days after the  termination of Mr.  Dominick's  employment with  InteliData.  As
security for the loan, Mr.  Dominick has pledged  200,000 shares of InteliData's
common stock owned by him.

     As of  December  15,  2004,  the  outstanding  balance  on  this  loan  was
$105,229.49.  On December 15, 2004, in anticipation of the upcoming  maturity of
the Amended and Restated Secured  Promissory  Note, the  Compensation  Committee
determined that InteliData would exercise its rights under the pledge to acquire
the  200,000  shares of common  stock in  satisfaction  of  $100,000 of the loan
(200,000 X $0.50 (the  closing  share  price on the  Nasdaq  SmallCap  Market on
December  15,  2004)).  The  Compensation  Committee  determined  to forgive the
remaining   $5,229.49  of  the  loan  and  the  Audit  Committee   ratified  the
determination of the Compensation Committee on December 29, 2004.

<PAGE>

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
-----------------------------------------------

Independent Auditor Fees and Services

     The aggregate  fees for  professional  services  rendered to the Company by
Deloitte & Touche LLP for the fiscal years ended  December 31, 2004 and 2003 are
as follows:

                                                   2004              2003
                                                   ----              ----
                     Audit fees(1)               $928,700          $182,500

                     Audit-related fees(2)         97,117            30,000

                     Tax fees(3)                    2,500                --

                     All other fees                    --                --

                     Total fees                $1,028,317          $212,500

     (1)  Audit fees include $343,700 and $182,500 of fees for services rendered
          for the audit of  InteliData's  annual  financial  statements  and the
          review of the interim financial  statements  included in our quarterly
          reports  for 2004 and 2003,  respectively.  Audit  fees  also  include
          $585,000 of fees  associated with rendering an opinion on InteliData's
          internal  controls as of December 31, 2004 in accordance  with Section
          404 of the  Sarbanes-Oxley  Act of 2002; no similar fees were incurred
          in 2003.

     (2)  Audit-related  fees include fees associated with assurance and related
          services that are reasonably  related to the  performance of the audit
          or review of InteliData's financial statements.  This category include
          fees  related  to  consultations  regarding  U.S.  generally  accepted
          accounting  principles  and  general  implementation  of new  SEC  and
          Sarbanes-Oxley  Act of 2002  requirements.  The audit-related fees for
          2004 were for  advisory  services  for matters  related to  accounting
          consultation,   due  diligence,  and  assistance  in  compliance  with
          regulatory requirements. Audit-related fees for 2003 were for advisory
          services for matters  related to  accounting  consultation,  review of
          financial  statements  outside  of  SEC  filings,  and  assistance  in
          compliance with regulatory requirements.

     (3)  Tax fees were for  assistance  with a prior  year  sales and tax audit
          appeal.

     The audit  committee  has  considered  whether the  provision  of the other
services is compatible with maintaining the principal accountants'  independence
and has concluded that it is so compatible.

Audit Committee Pre-Approval Policies and Procedures

     The  audit  committee  reviews  and  considers  all  professional  services
provided by Deloitte & Touche LLP when assessing auditor independence. The audit
committee  approved all audit and non-audit  services  provided by  InteliData's
independent  auditors during 2003 and 2004 on a case-by-case basis in advance of
each engagement. The audit committee does not have a written policy or procedure
for the pre-approval by category of particular audit or non-audit services.
<PAGE>


ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
---------------------------------------------------

(a)  DOCUMENTS FILED AS PART OF THIS REPORT

     1.   FINANCIAL  STATEMENTS - Previously  filed in Item 8 of Form 10-K filed
          on March 1, 2005

     2.   FINANCIAL STATEMENT SCHEDULES - None

     3.   EXHIBITS

(b)  EXHIBITS

  Exhibit No.                               Description
  -----------                               -----------

          3.1  Amended and Restated Certificate of Incorporation, dated June 14,
               2002  (Incorporated  herein by  reference  to Exhibit  3.1 to the
               Company's  Report on Form  10-Q for the  quarter  ended  June 30,
               2002).

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

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

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

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

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

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

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

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

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

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

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

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


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

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

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

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

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

    *  10.5.7  Fifth  Amendment  to  Employment  Agreement  between   InteliData
               Technologies Corporation and Alfred S. Dominick, Jr., dated March
               10, 2004.

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

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

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

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

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

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

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

       10.7.3  Consultant Agreement between InteliData Technologies  Corporation
               and Michael E.  Jennings,  dated August 16,  2004.  (Incorporated
               herein by reference to Exhibit  10.2 to the  Company's  Report on
               Form 10-Q for the quarter ended September 30, 2004).
<page>
         10.8  Employment  and  Non-Competition   Agreement  between  InteliData
               Technologies  Corporation  and John R.  Polchin,  dated  April 8,
               2002.  (Incorporated  herein by  reference  to Exhibit 3.1 to the
               Company's  Report on Form  10-Q for the  quarter  ended  June 30,
               2002).

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

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

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

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

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

    *   10.11  Director Compensation Arrangements.

    *    21.1  InteliData    Technologies    Corporation   List   of Significant
               Subsidiaries.

    *    23.1  Consent of Independent Registered Public Accounting Firm.

    #    23.2  Consent of Independent Registered Public Accounting Firm.

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

    *      32  Certification of  Principal   Executive   Officer  and  Principal
               Financial Officer pursuant to 18 U.S.C. Section 1350,  as adopted
               pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
-------------
* Filed previously on Form 10-K filed on March 31, 2005.
# Filed herewith.

<PAGE>



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                             INTELIDATA TECHNOLOGIES CORPORATION

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


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

Signature                       Title                                    Date
---------                       -----                                    ----
<S>                            <C>                                      <C>

  /s/ Alfred S. Dominick, Jr.   Chairman, Chief Executive Officer,       May 2, 2005
----------------------------
Alfred S. Dominick, Jr.         and Acting Chief Financial Officer


  /s/ Karen A. Kracher          President and Chief Sales and            May 2, 2005
----------------------------
Karen A. Kracher                Marketing Officer


  /s/ Monique L. Marcus         Vice President, Finance & Treasurer      May 2, 2005
----------------------------
Monique L. Marcus                (Principal Accounting Officer)


  /s/ Neal F. Finnegan          Director                                 May 2, 2005
----------------------------
Neal F. Finnegan


  /s/  Patrick F. Graham        Director                                 May 2, 2005
----------------------------
Patrick F. Graham


  /s/ Michael E. Jennings       Director                                 May 2, 2005
----------------------------
Michael E. Jennings


  /s/ L. William Seidman        Director                                 May 2, 2005
----------------------------
L. William Seidman


  /s/ Norman J. Tice            Director                                 May 2, 2005
----------------------------
Norman J. Tice

</TABLE>