AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1999

                                          REGISTRATION NO. 333 - _______________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 TELESCAN, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                                      061489574
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

5959 Corporate Drive, Suite 2000                          77036
        Houston, Texas                                 (ZIP CODE)
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)



                     INVESTools, Inc. 1994 Stock Option Plan
                     INVESTools, Inc. 1999 Stock Option Plan

                            (FULL TITLE OF THE PLAN)

                                   Alex Wyche
                                 General Counsel
                                 Telescan, Inc.
                        5959 Corporate Drive, Suite 2000
                              Houston, Texas 77036
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (281) 588-9700
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
============================================================================================
                                        PROPOSED
                          AMOUNT         MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES       TO BE      OFFERING PRICE          AGGREGATE          AMOUNT OF
TO BE REGISTERED        REGISTERED    PER SHARE(1)       OFFERING PRICE(1)  REGISTRATION FEE
----------------        ----------    ------------       -----------------  ----------------
<S>                      <C>             <C>                <C>                  <C>
COMMON STOCK,  PAR
VALUE $.01 PER SHARE
("COMMON STOCK")         219,735         $1.45              $318,615.75          $88.58
============================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457 (h), based on an aggregate of 219,735 shares granted at a
    weighted average exercise price of $1.45.
============================================================================================
</TABLE>
<PAGE>
                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Telescan, Inc. (the "Company" or
"Telescan") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934
(File No. 0-17508)
are hereby incorporated by reference in this Registration Statement:

    (i)    The Company's Annual Report on Form 10-K for the year ended
           December 31, 1998;

    (ii)   The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1999;

    (iii)  The Company's Current Report on Form 8-K dated January 22, 1999;

    (v)    The Company's Current Report on Form 8-K dated June 11, 1999; and

    (v)    The description of the Company's Common Stock contained in the
           Company's Registration Statement on Form S-1 dated June 15, 1998.

    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officers against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by them
in connection with any civil, criminal, administrative, or investigative action,
suit or proceeding except actions by or in the right of the corporation if, in
connection with

                                      II-1
<PAGE>
the matters in issue, they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and
in connection with any criminal action or proceeding if, in connection with the
matters in issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further provides that in connection with the defense or
settlement of any action or suit by or in the right of the corporation, a
Delaware corporation may indemnify its directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them if, in
connection with the matters in issue, they acted in good faith and in a manner
they reasonably believe to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made with respect to any
claim, issue, or matter as to which such person has been adjudged liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
other court in which such action or suit is brought approves such
indemnification.

    Section 145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw provisions and
otherwise, and to purchase indemnity insurance on behalf of its directors and
officers. In addition, Article V of the Registrant's By-Laws "Indemnification of
Directors, Officers, Employees and Other Agents" provides as follows:

        SECTION 1.DEFINITIONS. For the purpose of this Article V, "agent" means
        any person who is or was a director, officer, employee or other agent of
        the corporation, or is or was serving at the request of the corporation
        as a director, officer, employee or agent of another foreign or domestic
        corporation, partnership, joint venture, trust or other enterprise, or
        was a director, officer, employee or agent of a foreign or domestic
        corporation which was a predecessor corporation of the corporation or of
        another enterprise at the request of such predecessor corporation;
        "proceeding" means any threatened, pending or completed action or
        proceeding, whether civil, criminal, administration or investigative;
        and "expenses" includes, without limitation, attorneys' fees and any
        expenses of establishing a right to indemnification under Section 4 of
        Section 5(c) of this Article V.

        SECTION 2. ACTIONS BY THIRD PARTIES. The corporation shall indemnify any
        person who was or is a party, or is threatened to be made a party, to
        any proceeding (other than an action by or in the right of the
        corporation) by reason of the fact that such person is or was an agent
        of the corporation, against expenses, judgments, fines, settlements and
        other amounts actually and reasonably incurred in connection with such
        proceedings to the fullest extent permitted by the laws of the State of
        Delaware as they may exist from time to time.

        SECTION 3. ACTION BY OR IN THE RIGHT OF THE CORPORATION. The corporation
        shall indemnify any person who was or is a party, or is threatened to be
        made a party, to any threatened, pending or completed action by or in
        the right of the corporation to procure a judgment in its favor by
        reason of the fact that such person is or was an agent of the
        corporation, against expenses actually and reasonably

                                      II-2
<PAGE>
        incurred by such person in connection with the defense or settlement of
        such action to the fullest extent permitted by the laws of the State of
        Delaware as they may exist from time to time.

        SECTION 4. ADVANCE OF EXPENSES. Expenses incurred in defending any
        proceeding shall be advanced by the corporation prior to the final
        disposition of such proceeding upon receipt of a request therefor and an
        undertaking by or on behalf of the agent to repay such amount unless it
        shall be determined ultimately that the agent is not entitled to be
        indemnified as authorized in this Article V.

        SECTION 5. CONTRACTUAL NATURE. The provisions of this Article V shall be
        deemed to be a contract between the corporation and each director and
        officer who serves in such capacity at any time while this Article is in
        effect, and any repeal or modification thereof shall not affect any
        rights or obligations then existing with respect to any state of facts
        then or theretofore existing or any action, suit or proceeding
        theretofore existing or any action, suit or proceeding theretofore or
        thereafter brought based in whole or in part upon any such state of
        facts.

        SECTION 6. INSURANCE. Upon and in the event of a determination by the
        board of directors to purchase such insurance, the corporation shall
        purchase and maintain insurance on behalf of any agent of the
        corporation against any liability asserted against or incurred by the
        agent in such capacity or arising out of the agent's status as such
        whether or not the corporation would have the power to indemnify the
        agent against such liability under the provisions of this Article V. All
        amounts received by an agent under any such policy of insurance shall be
        applied against, but shall not limit, the amounts to which the agent is
        entitled pursuant to the foregoing provisions of this Article V.

        SECTION 7. ERISA. To assure indemnification under this provision of all
        such persons who are or were "fiduciaries" of an employee benefit plan
        governed by the Employee Retirement Income Security Act of 1974, as
        amended from time to time ("ERISA"), the provisions of this Article V
        shall, except as limited by Section 410 of ERISA, be interpreted as
        follows: an "other enterprise" shall be deemed to include an employee
        benefit plan; the corporation shall be deemed to have requested a person
        to serve as an employee of an employee benefit plan where the
        performance by such person of his duties to the corporation also imposes
        duties on, or otherwise involves services by, such person to the plan or
        participants or beneficiaries of the plan; excise taxes assessed on a
        person with respect to an employee benefit plan pursuant to ERISA shall
        be deemed "fines"; and action taken or omitted by a person with respect
        to an employee benefit plan in the performance of such person's duties
        for a purpose reasonably believed by such person to be in compliance
        with ERISA and the terms

                                      II-3
<PAGE>
        of the plan shall be deemed to be for a purpose which is not opposed
        to the best
        interests of the corporation.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

     EXHIBIT                    EXHIBIT
       NO.
     -------                    -------
       4.1    Restated Certificate of Incorporation of Registrant. (Incorporated
              by reference to the Company's Form S-1 dated September 14, 1993
              (Registration No. 33-52182)).

       4.2    Certificate of Amendment of Restated Certificate of Incorporation
              of the Registrant. (Incorporated by reference to the Company's
              Form S-1 dated September 14, 1993 (Registration No. 33- 52182)).

       4.3    By-laws of the Registrant. (Incorporated by reference to the
              Company's Form S-1 dated September 14, 1993 (Registration No.
              33-52182)).

      *5.1    Opinion of Locke Liddell & Sapp LLP

     *23.1    Consent of Locke Liddell & Sapp LLP (Contained in Exhibit 5.1).

     *23.2    Consent of Hein + Associates, LLP

     *24.1    Powers of Attorney (Included on Page II-6).

     *99.1    INVESTools, Inc. 1994 Stock Option Plan.

     *99.2    INVESTools, Inc. 1999 Stock Option Plan.
-----------------------------------
*     Filed herewith

                                      II-4
<PAGE>
ITEM 9.     UNDERTAKINGS.

       The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof; and

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
<PAGE>
                                   SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 14th day of June,
1999.

                                          TELESCAN, INC.

                                          By: /s/ DAVID L. BROWN
                                                  David L. Brown
                                                  Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David L. Brown and Roger C. Wadsworth and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement under
the Securities Act and any and all amendments (including, without limitation,
post-effective amendments and any amendment or amendments or additional
registration statements filed pursuant to Rule 462 under the Securities Act
increasing the amount of securities for which registration is being sought) to
this Registration Statement, and to file the same, with all exhibits thereto,
and all other statements, notices or other documents necessary or advisable to
comply with the applicable state securities laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 14, 1999.


    SIGNATURE                                     TITLE
    ---------                                     -----
/s/ DAVID L. BROWN                        Director, Chairman and Chief
David L. Brown                            Executive Officer

/s/ RICHARD K. CARLIN                     Director, Vice Chairman and Chief
Richard K. Carlin                         Technology Officer


                                      II-6
<PAGE>

/s/ RONALD WARREN                         President and Chief Financial Officer
Ronald Warren


/s/ ROGER C. WADSWORTH                    Director and Senior Vice President
Roger C. Wadsworth


____________________________              Director
Christopher A. Glowacki


/s/ RONALD W. HART, PH.D.                 Director
Ronald W. Hart, Ph.D.


/s/ BURT H. KEENAN                        Director
Burt H. Keenan


/s/ RUSSELL I. PILLAR                     Director
Russell I. Pillar


/s/ ROY T. RIMMER, JR.                    Director
Roy T. Rimmer, Jr.


/s/ WILLIAM D. SAVOY                      Director
William D. Savoy


/s/ STEPHEN C. WOOD
Stephen C. Wood                           Director


                                      II-7
<PAGE>
                                  EXHIBIT INDEX


     EXHIBIT                    EXHIBIT
       NO.
     -------                    -------
       4.1    Restated Certificate of Incorporation of Registrant. (Incorporated
              by reference to the Company's Form S-1 dated September 14, 1993
              (Registration No. 33-52182)).

       4.2    Certificate of Amendment of Restated Certificate of Incorporation
              of the Registrant. (Incorporated by reference to the Company's
              Form S-1 dated September 14, 1993 (Registration No. 33- 52182)).

       4.3    By-laws of the Registrant. (Incorporated by reference to the
              Company's Form S-1 dated September 14, 1993 (Registration No.
              33-52182)).

      *5.1    Opinion of Locke Liddell & Sapp LLP

     *23.1    Consent of Locke Liddell & Sapp LLP (Contained in Exhibit 5.1).

     *23.2    Consent of Hein + Associates, LLP

     *24.1    Powers of Attorney (Included on Page II-6).

     *99.1    INVESTools, Inc. 1994 Stock Option Plan.

     *99.2    INVESTools, Inc. 1999 Stock Option Plan.
-----------------------------------
*     Filed herewith

                                      II-8
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 20888}]
{"company-data": {"conformed-name": "TELESCAN INC", "cik": "0000832175", "assigned-sic": "7370", "irs-number": "721121748", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-80657", "film-number": "99646274"}, "business-address": {"street1": "5959 CORPORATE DRIVE", "street2": "SUITE 2000", "city": "HOUSTON", "state": "TX", "zip": "77036", "phone": "2815889700"}, "mail-address": {"street1": "5959 CORPORATE DRIVE", "street2": "SUITE 2000", "city": "HOUSTON", "state": "TX", "zip": "77036"}, "former-company": {"former-conformed-name": "MAX RET INC", "date-changed": "19891117"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 14, 1999

                                          REGISTRATION NO. 333 - _______________

================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                                 TELESCAN, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

          Delaware                                      061489574
(STATE OR OTHER JURISDICTION OF                      (I.R.S. EMPLOYER
 INCORPORATION OR ORGANIZATION)                     IDENTIFICATION NO.)

5959 Corporate Drive, Suite 2000                          77036
        Houston, Texas                                 (ZIP CODE)
ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

                     INVESTools, Inc. 1994 Stock Option Plan
                     INVESTools, Inc. 1999 Stock Option Plan

                            (FULL TITLE OF THE PLAN)

                                   Alex Wyche
                                 General Counsel
                                 Telescan, Inc.
                        5959 Corporate Drive, Suite 2000
                              Houston, Texas 77036
                     (NAME AND ADDRESS OF AGENT FOR SERVICE)

                                (281) 588-9700
         (TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)

                         CALCULATION OF REGISTRATION FEE
============================================================================================
                                        PROPOSED
                          AMOUNT         MAXIMUM         PROPOSED MAXIMUM
TITLE OF SECURITIES       TO BE      OFFERING PRICE          AGGREGATE          AMOUNT OF
TO BE REGISTERED        REGISTERED    PER SHARE(1)       OFFERING PRICE(1)  REGISTRATION FEE
----------------        ----------    ------------       -----------------  ----------------
COMMON STOCK,  PAR
VALUE $.01 PER SHARE
("COMMON STOCK")         219,735         $1.45              $318,615.75          $88.58
============================================================================================
(1) Estimated solely for purposes of calculating the registration fee pursuant
    to Rule 457 (h), based on an aggregate of 219,735 shares granted at a
    weighted average exercise price of $1.45.
============================================================================================
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

    The following documents filed by Telescan, Inc. (the "Company" or
"Telescan") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934
(File No. 0-17508)
are hereby incorporated by reference in this Registration Statement:

    (i)    The Company's Annual Report on Form 10-K for the year ended
           December 31, 1998;

    (ii)   The Company's Quarterly Report on Form 10-Q for the quarter ended
           March 31, 1999;

    (iii)  The Company's Current Report on Form 8-K dated January 22, 1999;

    (v)    The Company's Current Report on Form 8-K dated June 11, 1999; and

    (v)    The description of the Company's Common Stock contained in the
           Company's Registration Statement on Form S-1 dated June 15, 1998.

    All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to be part hereof
from the date of the filing of such documents.

ITEM 4. DESCRIPTION OF SECURITIES.

        Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

        Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

    Section 145 of the General Corporation Law of the State of Delaware provides
generally and in pertinent part that a Delaware corporation may indemnify its
directors and officers against expenses (including attorneys' fees), judgments,
fines, and amounts paid in settlement actually and reasonably incurred by them
in connection with any civil, criminal, administrative, or investigative action,
suit or proceeding except actions by or in the right of the corporation if, in
connection with

                                      II-1
the matters in issue, they acted in good faith and in a manner they reasonably
believed to be in or not opposed to the best interests of the corporation, and
in connection with any criminal action or proceeding if, in connection with the
matters in issue, they had no reasonable cause to believe their conduct was
unlawful. Section 145 further provides that in connection with the defense or
settlement of any action or suit by or in the right of the corporation, a
Delaware corporation may indemnify its directors and officers against expenses
(including attorneys' fees) actually and reasonably incurred by them if, in
connection with the matters in issue, they acted in good faith and in a manner
they reasonably believe to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made with respect to any
claim, issue, or matter as to which such person has been adjudged liable to the
corporation unless and only to the extent that the Delaware Court of Chancery or
other court in which such action or suit is brought approves such
indemnification.

    Section 145 further permits a Delaware corporation to grant its directors
and officers additional rights of indemnification through bylaw provisions and
otherwise, and to purchase indemnity insurance on behalf of its directors and
officers. In addition, Article V of the Registrant's By-Laws "Indemnification of
Directors, Officers, Employees and Other Agents" provides as follows:

        SECTION 1.DEFINITIONS. For the purpose of this Article V, "agent" means
        any person who is or was a director, officer, employee or other agent of
        the corporation, or is or was serving at the request of the corporation
        as a director, officer, employee or agent of another foreign or domestic
        corporation, partnership, joint venture, trust or other enterprise, or
        was a director, officer, employee or agent of a foreign or domestic
        corporation which was a predecessor corporation of the corporation or of
        another enterprise at the request of such predecessor corporation;
        "proceeding" means any threatened, pending or completed action or
        proceeding, whether civil, criminal, administration or investigative;
        and "expenses" includes, without limitation, attorneys' fees and any
        expenses of establishing a right to indemnification under Section 4 of
        Section 5(c) of this Article V.

        SECTION 2. ACTIONS BY THIRD PARTIES. The corporation shall indemnify any
        person who was or is a party, or is threatened to be made a party, to
        any proceeding (other than an action by or in the right of the
        corporation) by reason of the fact that such person is or was an agent
        of the corporation, against expenses, judgments, fines, settlements and
        other amounts actually and reasonably incurred in connection with such
        proceedings to the fullest extent permitted by the laws of the State of
        Delaware as they may exist from time to time.

        SECTION 3. ACTION BY OR IN THE RIGHT OF THE CORPORATION. The corporation
        shall indemnify any person who was or is a party, or is threatened to be
        made a party, to any threatened, pending or completed action by or in
        the right of the corporation to procure a judgment in its favor by
        reason of the fact that such person is or was an agent of the
        corporation, against expenses actually and reasonably

                                      II-2
incurred by such person in connection with the defense or settlement of
        such action to the fullest extent permitted by the laws of the State of
        Delaware as they may exist from time to time.

        SECTION 4. ADVANCE OF EXPENSES. Expenses incurred in defending any
        proceeding shall be advanced by the corporation prior to the final
        disposition of such proceeding upon receipt of a request therefor and an
        undertaking by or on behalf of the agent to repay such amount unless it
        shall be determined ultimately that the agent is not entitled to be
        indemnified as authorized in this Article V.

        SECTION 5. CONTRACTUAL NATURE. The provisions of this Article V shall be
        deemed to be a contract between the corporation and each director and
        officer who serves in such capacity at any time while this Article is in
        effect, and any repeal or modification thereof shall not affect any
        rights or obligations then existing with respect to any state of facts
        then or theretofore existing or any action, suit or proceeding
        theretofore existing or any action, suit or proceeding theretofore or
        thereafter brought based in whole or in part upon any such state of
        facts.

        SECTION 6. INSURANCE. Upon and in the event of a determination by the
        board of directors to purchase such insurance, the corporation shall
        purchase and maintain insurance on behalf of any agent of the
        corporation against any liability asserted against or incurred by the
        agent in such capacity or arising out of the agent's status as such
        whether or not the corporation would have the power to indemnify the
        agent against such liability under the provisions of this Article V. All
        amounts received by an agent under any such policy of insurance shall be
        applied against, but shall not limit, the amounts to which the agent is
        entitled pursuant to the foregoing provisions of this Article V.

        SECTION 7. ERISA. To assure indemnification under this provision of all
        such persons who are or were "fiduciaries" of an employee benefit plan
        governed by the Employee Retirement Income Security Act of 1974, as
        amended from time to time ("ERISA"), the provisions of this Article V
        shall, except as limited by Section 410 of ERISA, be interpreted as
        follows: an "other enterprise" shall be deemed to include an employee
        benefit plan; the corporation shall be deemed to have requested a person
        to serve as an employee of an employee benefit plan where the
        performance by such person of his duties to the corporation also imposes
        duties on, or otherwise involves services by, such person to the plan or
        participants or beneficiaries of the plan; excise taxes assessed on a
        person with respect to an employee benefit plan pursuant to ERISA shall
        be deemed "fines"; and action taken or omitted by a person with respect
        to an employee benefit plan in the performance of such person's duties
        for a purpose reasonably believed by such person to be in compliance
        with ERISA and the terms

                                      II-3
of the plan shall be deemed to be for a purpose which is not opposed
        to the best
        interests of the corporation.

ITEM 7.     EXEMPTION FROM REGISTRATION CLAIMED.

            Not applicable.

ITEM 8.     EXHIBITS.

     EXHIBIT                    EXHIBIT
       NO.
     -------                    -------
       4.1    Restated Certificate of Incorporation of Registrant. (Incorporated
              by reference to the Company's Form S-1 dated September 14, 1993
              (Registration No. 33-52182)).

       4.2    Certificate of Amendment of Restated Certificate of Incorporation
              of the Registrant. (Incorporated by reference to the Company's
              Form S-1 dated September 14, 1993 (Registration No. 33- 52182)).

       4.3    By-laws of the Registrant. (Incorporated by reference to the
              Company's Form S-1 dated September 14, 1993 (Registration No.
              33-52182)).

      *5.1    Opinion of Locke Liddell & Sapp LLP

     *23.1    Consent of Locke Liddell & Sapp LLP (Contained in Exhibit 5.1).

     *23.2    Consent of Hein + Associates, LLP

     *24.1    Powers of Attorney (Included on Page II-6).

     *99.1    INVESTools, Inc. 1994 Stock Option Plan.

     *99.2    INVESTools, Inc. 1999 Stock Option Plan.
-----------------------------------
*     Filed herewith

                                      II-4
ITEM 9.     UNDERTAKINGS.

       The undersigned registrant hereby undertakes:

      (1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any material
information with respect to the plan of distribution not previously disclosed in
this Registration Statement or any material change to such information in this
Registration Statement;

      (2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof; and

      (3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

      The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial BONA FIDE offering thereof.

      Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                      II-5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on this 14th day of June,
1999.

                                          TELESCAN, INC.

                                          By: /s/ DAVID L. BROWN
                                                  David L. Brown
                                                  Chief Executive Officer

      KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David L. Brown and Roger C. Wadsworth and each of
them, his true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign, execute and file this Registration Statement under
the Securities Act and any and all amendments (including, without limitation,
post-effective amendments and any amendment or amendments or additional
registration statements filed pursuant to Rule 462 under the Securities Act
increasing the amount of securities for which registration is being sought) to
this Registration Statement, and to file the same, with all exhibits thereto,
and all other statements, notices or other documents necessary or advisable to
comply with the applicable state securities laws, and to file the same, together
with other documents in connection therewith, with the appropriate state
securities authorities, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

      Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 14, 1999.

    SIGNATURE                                     TITLE
    ---------                                     -----
/s/ DAVID L. BROWN                        Director, Chairman and Chief
David L. Brown                            Executive Officer

/s/ RICHARD K. CARLIN                     Director, Vice Chairman and Chief
Richard K. Carlin                         Technology Officer

                                      II-6
/s/ RONALD WARREN                         President and Chief Financial Officer
Ronald Warren

/s/ ROGER C. WADSWORTH                    Director and Senior Vice President
Roger C. Wadsworth

____________________________              Director
Christopher A. Glowacki

/s/ RONALD W. HART, PH.D.                 Director
Ronald W. Hart, Ph.D.

/s/ BURT H. KEENAN                        Director
Burt H. Keenan

/s/ RUSSELL I. PILLAR                     Director
Russell I. Pillar

/s/ ROY T. RIMMER, JR.                    Director
Roy T. Rimmer, Jr.

/s/ WILLIAM D. SAVOY                      Director
William D. Savoy

/s/ STEPHEN C. WOOD
Stephen C. Wood                           Director

                                      II-7
EXHIBIT INDEX

     EXHIBIT                    EXHIBIT
       NO.
     -------                    -------
       4.1    Restated Certificate of Incorporation of Registrant. (Incorporated
              by reference to the Company's Form S-1 dated September 14, 1993
              (Registration No. 33-52182)).

       4.2    Certificate of Amendment of Restated Certificate of Incorporation
              of the Registrant. (Incorporated by reference to the Company's
              Form S-1 dated September 14, 1993 (Registration No. 33- 52182)).

       4.3    By-laws of the Registrant. (Incorporated by reference to the
              Company's Form S-1 dated September 14, 1993 (Registration No.
              33-52182)).

      *5.1    Opinion of Locke Liddell & Sapp LLP

     *23.1    Consent of Locke Liddell & Sapp LLP (Contained in Exhibit 5.1).

     *23.2    Consent of Hein + Associates, LLP

     *24.1    Powers of Attorney (Included on Page II-6).

     *99.1    INVESTools, Inc. 1994 Stock Option Plan.

     *99.2    INVESTools, Inc. 1999 Stock Option Plan.
-----------------------------------
*     Filed herewith

                                      II-8