Registration No. 333-_________

As filed with the Securities and Exchange Commission on __________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                          GK INTELLIGENT SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                                             76-0513297
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               2606 Yorktown Place
                              Houston, Texas 77056
                    (Address of principal executive offices)

                             2004 Stock Option Plan
                            (Full title of the plan)
                                                           Copy to:
     Gary F. Kimmons, President & CEO
       GK Intelligent Systems, Inc.                Russell T. Alba, Esquire
           2606 Yorktown Place                        Foley & Lardner LLP
           Houston, Texas 77056               100 North Tampa Street, Suite 2700
               713-626-1504                          Tampa, Florida 33602
   (Name, address and telephone number,                 (813) 229-2300
including area code, of agent for service)
                           --------------------------

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

------------------------- ------------------- ------------------------ ----------------------- -------------------
                                                 PROPOSED MAXIMUM         PROPOSED MAXIMUM
 TITLE OF SECURITIES TO      AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED          REGISTERED(1)            SHARE (2)               PRICE (2)          REGISTRATION FEE
     Common Stock,
<S>                           <C>                      <C>                  <C>                     <C>
    $.001 par value           30,000,000               $.030                $900,000.00             $113.40
------------------------- ------------------- ------------------------ ----------------------- -------------------
</TABLE>

(1) The provisions of Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act") shall apply to this  Registration  Statement and the number of
shares registered on this Registration Statement shall increase or decrease as a
result of stock splits, stock dividends, or similar transactions.

(2) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
for the purpose of calculating  the  registration  fee based on the average (any
day within five days) of the bid and ask price of the Registrant's  Common Stock
as reported on OTCBB on March 30, 2004.


<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document or documents  containing the information  specified in Part I
are not  required  to be  filed  with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The  following  documents  have been  previously  filed by GK  Intelligent
Systems, Inc. (the "Company") with the Commission and are incorporated herein by
reference:

      (a) The Company's  Annual Report on Form 10-KSB filed on May 5, 2003,  for
the fiscal year ended December 31, 2002.

      (b) The Company's quarterly reports on Form 10-QSB filed on August 8, 2003
and November 17, 2003.

      (c) The  description  of the  Registrant's  common stock  contained in the
Registrant's registration statement on Form 10-SB filed on May 11, 1998 pursuant
to Section 12 of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") and any  amendments  thereto  or other  reports  filed for the  purpose of
updating such description.

      (d) All documents filed by the Company pursuant to Sections 12(g),  13(a),
13(c),  14 and  15(d) of the  Exchange  Act  after  the date of  filing  of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement 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 a part hereof from the date of filing of such
documents.

      Any statement contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superceded for the purpose
of this registration  statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which is  also,  or is  deemed  to be,
incorporated herein by reference modifies or supercedes such statement. Any such
statement so modified or superceded  shall not be deemed,  except as so modified
or superceded, to constitute a part of this registration statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation.  The Registrant's Certificate of
Incorporation  provides that, to the fullest  extent  permitted by Delaware law,
its  directors  shall not be liable to the  Registrant or its  stockholders  for
monetary  damages for breach of fiduciary duty as a director.  This provision in
the  Certificate of  Incorporation  does not eliminate the directors'  fiduciary
duty, and in appropriate circumstances, equitable remedies such as injunctive or

<PAGE>

other forms of non-monetary  relief will remain available under Delaware law. In
addition,  each  director will continue to be subject to liability for breach of
the  director's  duty of loyalty to the  Registrant for acts or omissions not in
good faith or involving intentional  misconduct,  for knowing violations of law,
for  actions  leading to  improper  personal  benefit to the  director,  and for
payment of dividends or approval of stock  repurchases or  redemptions  that are
unlawful  under  Delaware law. The  provision  also does not affect a director's
responsibilities  under any other law,  such as the federal  securities  laws or
state or federal environmental laws.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

      Item 8. Exhibits.

      The following exhibits have been filed (except where otherwise  indicated)
as part of this Registration Statement:

       Exhibit No.                              Exhibit

(4.1)  2004 Stock Option Plan

(5)    Opinion of Foley & Lardner LLP

(23.1) Consent of HJ & Associates, LLC

(24)   Power of  Attorney  relating to  subsequent  amendments (included  on the
       signature page to this Registration Statement)

      Item 9. Undertakings.

      (1) The undersigned Registrant hereby undertakes:

      (a) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of the
Securities Act;

      (ii) To reflect in the  prospectus  any facts or events  arising after the
effective date of this registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b) of the Securities Act, if, in
the  aggregate,  the  changes in volume and price  represent  no more than a 20%
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement.

      (iii) 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.

      PROVIDED,  HOWEVER,  that paragraphs (a)(i) and (a)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference herein.

<PAGE>

      (b)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c) 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.

      2. 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
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act 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 and will be  governed by the final
adjudication of such issue.


                                   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,  and State of  Texas,  on this 31st day of
March, 2004.

                                                    GK Intelligent Systems, Inc.




                                                    BY: /S/ GARY K. KIMMONS
                                                            GARY F. KIMMONS
                                                            PRESIDENT AND CEO


<PAGE>

                                POWER OF ATTORNEY

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Gary F. Kimmons his true and lawful  attorney-in-fact
and agent,  with full power of substitution and revocation,  for him and in his,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agents,  and each of them,  full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.


    Signature                     Title                                Date

                          President, Chief Executive Officer,
/s/ Gary K. Kimmons       Chief Financial Officer and Chairman
-------------------       of the Board  of Directors
Gary F. Kimmons           (Principal Executive Officer)           March 31, 2004


/s/ Kathryn Kimmons
Kathryn Kimmons           Secretary and Director                  March 31, 2004


/s/ Dick Meador
Dick Meador               Director                                March 31, 2004


<PAGE>


                                  EXHIBIT INDEX



                          GK INTELLIGENT SYSTEMS, INC.


                             2004 STOCK OPTION PLAN


Exhibit No.                          Exhibit

(4.1)  2004 Stock Option Plan

(5)    Opinion of Foley & Lardner LLP

(23.1) Consent of HJ & Associates, LLC

(24)   Power of Attorney  relating to  subsequent  amendments  (included  on the
       signature page to this Registration Statement)
[{"type": "S-8", "sequence": "1", "filename": "v02512_s-8.txt", "secsgml_size_bytes": 14671}]
{"company-data": {"conformed-name": "GK INTELLIGENT SYSTEMS INC", "cik": "0001024095", "assigned-sic": "9995", "irs-number": "760513297", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-114191", "film-number": "04717225"}, "business-address": {"street1": "2606 YORKTOWN PLACE", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136261504"}, "mail-address": {"street1": "GK INTELLIGENT SYSTEMS INC", "street2": "2606 YORKTOWN PLACE", "city": "HOUSTON", "state": "TX", "zip": "77056"}}
Registration No. 333-_________

As filed with the Securities and Exchange Commission on __________________

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                           ---------------------------
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                          GK INTELLIGENT SYSTEMS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                                             76-0513297
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

                               2606 Yorktown Place
                              Houston, Texas 77056
                    (Address of principal executive offices)

                             2004 Stock Option Plan
                            (Full title of the plan)
                                                           Copy to:
     Gary F. Kimmons, President & CEO
       GK Intelligent Systems, Inc.                Russell T. Alba, Esquire
           2606 Yorktown Place                        Foley & Lardner LLP
           Houston, Texas 77056               100 North Tampa Street, Suite 2700
               713-626-1504                          Tampa, Florida 33602
   (Name, address and telephone number,                 (813) 229-2300
including area code, of agent for service)
                           --------------------------

                        CALCULATION OF REGISTRATION FEE
------------------------- ------------------- ------------------------ ----------------------- -------------------
                                                 PROPOSED MAXIMUM         PROPOSED MAXIMUM
 TITLE OF SECURITIES TO      AMOUNT TO BE       OFFERING PRICE PER       AGGREGATE OFFERING        AMOUNT OF
     BE REGISTERED          REGISTERED(1)            SHARE (2)               PRICE (2)          REGISTRATION FEE
     Common Stock,
$.001 par value           30,000,000               $.030                $900,000.00             $113.40
------------------------- ------------------- ------------------------ ----------------------- -------------------
(1) The provisions of Rule 416 under the Securities Act of 1933, as amended (the
"Securities Act") shall apply to this  Registration  Statement and the number of
shares registered on this Registration Statement shall increase or decrease as a
result of stock splits, stock dividends, or similar transactions.

(2) Estimated  pursuant to Rule 457(c) under the  Securities  Act of 1933 solely
for the purpose of calculating  the  registration  fee based on the average (any
day within five days) of the bid and ask price of the Registrant's  Common Stock
as reported on OTCBB on March 30, 2004.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

      The document or documents  containing the information  specified in Part I
are not  required  to be  filed  with the  Securities  and  Exchange  Commission
("Commission") as part of this Form S-8 Registration Statement.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

      The  following  documents  have been  previously  filed by GK  Intelligent
Systems, Inc. (the "Company") with the Commission and are incorporated herein by
reference:

      (a) The Company's  Annual Report on Form 10-KSB filed on May 5, 2003,  for
the fiscal year ended December 31, 2002.

      (b) The Company's quarterly reports on Form 10-QSB filed on August 8, 2003
and November 17, 2003.

      (c) The  description  of the  Registrant's  common stock  contained in the
Registrant's registration statement on Form 10-SB filed on May 11, 1998 pursuant
to Section 12 of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act") and any  amendments  thereto  or other  reports  filed for the  purpose of
updating such description.

      (d) All documents filed by the Company pursuant to Sections 12(g),  13(a),
13(c),  14 and  15(d) of the  Exchange  Act  after  the date of  filing  of this
Registration   Statement  and  prior  to  such  time  as  the  Company  files  a
post-effective amendment to this Registration Statement 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 a part hereof from the date of filing of such
documents.

      Any statement contained in a document  incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superceded for the purpose
of this registration  statement to the extent that a statement  contained herein
or in any  subsequently  filed  document  which is  also,  or is  deemed  to be,
incorporated herein by reference modifies or supercedes such statement. Any such
statement so modified or superceded  shall not be deemed,  except as so modified
or superceded, to constitute a part of this registration statement.

Item 4. Description of Securities.

      Not applicable.

Item 5. Interests of Named Experts and Counsel.

      Not applicable.

Item 6. Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation.  The Registrant's Certificate of
Incorporation  provides that, to the fullest  extent  permitted by Delaware law,
its  directors  shall not be liable to the  Registrant or its  stockholders  for
monetary  damages for breach of fiduciary duty as a director.  This provision in
the  Certificate of  Incorporation  does not eliminate the directors'  fiduciary
duty, and in appropriate circumstances, equitable remedies such as injunctive or
other forms of non-monetary  relief will remain available under Delaware law. In
addition,  each  director will continue to be subject to liability for breach of
the  director's  duty of loyalty to the  Registrant for acts or omissions not in
good faith or involving intentional  misconduct,  for knowing violations of law,
for  actions  leading to  improper  personal  benefit to the  director,  and for
payment of dividends or approval of stock  repurchases or  redemptions  that are
unlawful  under  Delaware law. The  provision  also does not affect a director's
responsibilities  under any other law,  such as the federal  securities  laws or
state or federal environmental laws.

Item 7. Exemption from Registration Claimed.

      Not Applicable.

      Item 8. Exhibits.

      The following exhibits have been filed (except where otherwise  indicated)
as part of this Registration Statement:

       Exhibit No.                              Exhibit

(4.1)  2004 Stock Option Plan

(5)    Opinion of Foley & Lardner LLP

(23.1) Consent of HJ & Associates, LLC

(24)   Power of  Attorney  relating to  subsequent  amendments (included  on the
       signature page to this Registration Statement)

      Item 9. Undertakings.

      (1) The undersigned Registrant hereby undertakes:

      (a) To file,  during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

      (i)  To  include  any  prospectus  required  by  section  10(a)(3)  of the
Securities Act;

      (ii) To reflect in the  prospectus  any facts or events  arising after the
effective date of this registration statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in this registration  statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the Commission  pursuant to Rule 424(b) of the Securities Act, if, in
the  aggregate,  the  changes in volume and price  represent  no more than a 20%
change in the maximum aggregate  offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement.

      (iii) 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.

      PROVIDED,  HOWEVER,  that paragraphs (a)(i) and (a)(ii) above do not apply
if the  information  required to be included in a  post-effective  amendment  by
those  paragraphs  is  contained  in periodic  reports  filed by the  Registrant
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference herein.
(b)  That,  for  the  purpose  of  determining  any  liability  under  the
Securities Act, each such  post-effective  amendment shall be deemed to be a new
registration  statement  relating  to the  securities  offered  herein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      (c) 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.

      2. 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
Exchange Act (and, where  applicable,  each filing of an employee benefit plan's
annual  report   pursuant  to  section  15(d)  of  the  Exchange  Act)  that  is
incorporated by reference in the Registration  Statement shall be deemed to be a
new registration  statement  relating to the securities  offered herein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

      3. Insofar as indemnification for liabilities arising under the Securities
Act 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 Commission such  indemnification  is
against  public  policy as expressed in the  Securities  Act 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 and will be  governed by the final
adjudication of such issue.

                                   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,  and State of  Texas,  on this 31st day of
March, 2004.

                                                    GK Intelligent Systems, Inc.

                                                    BY: /S/ GARY K. KIMMONS
                                                            GARY F. KIMMONS
                                                            PRESIDENT AND CEO
POWER OF ATTORNEY

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has been signed below by the  following  persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes  and appoints  Gary F. Kimmons his true and lawful  attorney-in-fact
and agent,  with full power of substitution and revocation,  for him and in his,
place  and  stead,  in any and all  capacities,  to sign any and all  amendments
(including post-effective amendments) to this Registration Statement and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agents,  and each of them,  full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
connection therewith,  as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents, or either of them, may lawfully do or cause to be done by virtue hereof.

    Signature                     Title                                Date

                          President, Chief Executive Officer,
/s/ Gary K. Kimmons       Chief Financial Officer and Chairman
-------------------       of the Board  of Directors
Gary F. Kimmons           (Principal Executive Officer)           March 31, 2004

/s/ Kathryn Kimmons
Kathryn Kimmons           Secretary and Director                  March 31, 2004

/s/ Dick Meador
Dick Meador               Director                                March 31, 2004
EXHIBIT INDEX

                          GK INTELLIGENT SYSTEMS, INC.

                             2004 STOCK OPTION PLAN

Exhibit No.                          Exhibit

(4.1)  2004 Stock Option Plan

(5)    Opinion of Foley & Lardner LLP

(23.1) Consent of HJ & Associates, LLC

(24)   Power of Attorney  relating to  subsequent  amendments  (included  on the
       signature page to this Registration Statement)