SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. 3)
Intrusion Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
46121E205
--------------------------------------------------------------------------------
(CUSIP Number)
December 31, 2008
--------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[_] Rule 13d-1(b)
[X] Rule 13d-1(c)
[_] Rule 13d-1(d)
CUSIP No. 46121E205
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Titan Capital Management, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
990,246
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
990,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
990,246
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
12. TYPE OF REPORTING PERSON
IA, OO
CUSIP No. 46121E205
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
TCMP3 Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
0
6. SHARED VOTING POWER
990,246
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
990,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
990,246
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.5%
12. TYPE OF REPORTING PERSON
PN
CUSIP No. 46121E205
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Walter Schenker
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
148,351
6. SHARED VOTING POWER
990,246
7. SOLE DISPOSITIVE POWER
148,351
8. SHARED DISPOSITIVE POWER
990,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,138,597
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.8%
12. TYPE OF REPORTING PERSON
IN, HC
CUSIP No. 46121E205
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Steven Slawson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
50,000
6. SHARED VOTING POWER
990,246
7. SOLE DISPOSITIVE POWER
50,000
8. SHARED DISPOSITIVE POWER
990,246
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,246
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[_]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.9%
12. TYPE OF REPORTING PERSON
IN, HC
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP No. 46121E205
---------------------
Item 1(a). Name of Issuer:
Intrusion Inc.
-------------------------------------------------------------------
Item 1(b). Address of Issuer's Principal Executive Offices:
1101 East Arapaho Road, suite 200
Richardson, Texas 75081
-------------------------------------------------------------------
Item 2(a). Name of Person Filing:
Titan Capital Management, LLC
TCMP3 Partners, L.P.
Walter Schenker
Steven Slawson
-------------------------------------------------------------------
Item 2(b). Address of Principal Business Office, or if None, Residence:
Titan Capital Management, LLC
TCMP3 Partners, L.P.
Walter Schenker
Steven Slawson
7 Century Drive, Suite 201
Parsippany, NJ 07054
-------------------------------------------------------------------
Item 2(c). Citizenship:
Titan Capital Management, LLC - Delaware
TCMP3 Partners, L.P. - Delaware
Walter Schenker - USA
Steven Slawson - USA
-------------------------------------------------------------------
Item 2(d). Title of Class of Securities:
Common Stock, $.01 Par Value
-------------------------------------------------------------------
Item 2(e). CUSIP Number:
46121E205
-------------------------------------------------------------------
Item 3. If This Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b)
or (c), Check Whether the Person Filing is a:
(a) [_] Broker or dealer registered under Section 15 of the Exchange Act.
(b) [_] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [_] Insurance company as defined in Section 3(a)(19) of the Exchange
Act.
(d) [_] Investment company registered under Section 8 of the Investment
Company Act.
(e) [_] An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);
(f) [_] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F);
(g) [_] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h) [_] A savings association as defined in Section 3(b) of the Federal
Deposit Insurance Act;
(i) [_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Item 4. Ownership.
Provide the following information regarding the aggregate number and
percentage of the class of securities of the issuer identified in Item 1.
(a) Amount beneficially owned:
Titan Capital Management, LLC - 990,246
TCMP3 Partners, L.P. - 990,246
Walter Schenker - 1,138,599
Steven Slawson - 1,040,246
-------------------------------------------------------------------
(b) Percent of class:
Titan Capital Management, LLC - 8.5%
TCMP3 Partners, L.P. - 8.5%
Walter Schenker - 9.8%
Steven Slawson - 8.9%
-------------------------------------------------------------------
(c) Number of shares as to which Titan Capital Management, LLC has:
(i) Sole power to vote or to direct the vote
0
---------------------,
(ii) Shared power to vote or to direct the vote
990,246
---------------------,
(iii) Sole power to dispose or to direct the
disposition of 0
---------------------,
(iv) Shared power to dispose or to direct the
disposition of 990,246
---------------------.
Number of shares as to which TCMP3 Partners, L.P. has:
(i) Sole power to vote or to direct the vote
0
---------------------,
(ii) Shared power to vote or to direct the vote
990,246
---------------------,
(iii) Sole power to dispose or to direct the
disposition of 0
---------------------,
(iv) Shared power to dispose or to direct the
disposition of 990,246
---------------------.
Number of shares as to which Walter Schenker has:
(i) Sole power to vote or to direct the vote
148,351
---------------------,
(ii) Shared power to vote or to direct the vote
990,246
---------------------,
(iii) Sole power to dispose or to direct the
disposition of 148,351
---------------------,
(iv) Shared power to dispose or to direct the
disposition of 990,246
---------------------.
Number of shares as to which Steven Slawson has:
(i) Sole power to vote or to direct the vote
50,000
---------------------,
(ii) Shared power to vote or to direct the vote
990,246
---------------------,
(iii) Sole power to dispose or to direct the
disposition of 50,000
---------------------,
(iv) Shared power to dispose or to direct the
disposition of 990,246
---------------------.
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities check the following [_].
----------------------------------------------------------------------
Item 6. Ownership of More Than Five Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, such
securities, a statement to that effect should be included in response to this
item and, if such interest relates to more than five percent of the class, such
person should be identified. A listing of the shareholders of an investment
company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
N/A
----------------------------------------------------------------------
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on by the Parent Holding Company or Control
Person.
If a parent holding company or Control person has filed this schedule,
pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an
exhibit stating the identity and the Item 3 classification of the relevant
subsidiary. If a parent holding company or control person has filed this
schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating
the identification of the relevant subsidiary.
N/A
----------------------------------------------------------------------
Item 8. Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to s.240.13d-1(b)(1)(ii)(J), so
indicate under Item 3(j) and attach an exhibit stating the identity and Item 3
classification of each member of the group. If a group has filed this schedule
pursuant to s.240.13d-1(c) or s.240.13d-1(d), attach an exhibit stating the
identity of each member of the group.
N/A
----------------------------------------------------------------------
Item 9. Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the
date of the dissolution and that all further filings with respect to
transactions in the security reported on will be filed, if required, by members
of the group, in their individual capacity. See Item 5.
N/A
----------------------------------------------------------------------
Item 10. Certifications.
Certification for Rule 13d-1(c): By signing below I certify that, to the
best of my knowledge and belief, the securities referred to above were not
acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction
having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, each
of the undersigned certify that the information set forth in this statement is
true, complete and correct.
January 20, 2009
----------------------------------------
(Date)
Titan Capital Management, LLC*
By: /s/ Steven Slawson
----------------------------------------
Managing Member
TCMP3 Partners, L.P.
by TCMP3 Capital, L.L.C.
as general partner
By: /s/ Steven Slawson
----------------------------------------
Managing Member
/s/ Walter Schenker*
----------------------------------------
Walter Schenker
/s/ Steven Slawson*
----------------------------------------
Steven Slawson
*The Reporting Persons disclaim their beneficial ownership in the securities
reported herein except to the extent of their pecuniary interest.
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13G/A dated January 20, 2009 relating
to the Common Stock, par value $0.01, of Intrusion Inc. shall be filed on behalf
of the undersigned.
Titan Capital Management, LLC
By: /s/ Steven Slawson
----------------------------------------
Managing Member
TCMP3 Partners, L.P.
by TCMP3 Capital, L.L.C.
as general partner
By: /s/ Steven Slawson
----------------------------------------
Managing Member
/s/ Walter Schenker
----------------------------------------
Walter Schenker
/s/ Steven Slawson
----------------------------------------
Steven Slawson
SK 02787 0002 956740