As filed with the Securities and Exchange Commission on August 6, 1998
                                       Registration Statement No.  333-_________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1993


                                INTELLICALL, INC.
               (Exact name of issuer as specified in its charter)


            Delaware                                    75-1993841
 (State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                            2155 Chenault, Suite 410
                          Carrollton, Texas 75006-5023
     (Address, including zip code, of issuer's principal executive offices)
                           --------------------------

                             1991 INTELLICALL, INC.
                                STOCK OPTION PLAN
                            (Full title of the plan)
                            ------------------------

                                JOHN M. CARRADINE
                                 Vice-President,
                             Chief Financial Officer
                            2155 Chenault, Suite 410
                          Carrollton, Texas 75006-5023
                    (Name and addresses of agent for service)


                                 (972) 416-0022
          (Telephone number, including area code, of agent for service)
                             -----------------------


<TABLE>
<CAPTION>
                        CALCULATION OF REGISTRATION FEE
===============================================================================================================================

                                                              Proposed Maximum        Proposed Maximum
     Title of Each Class of            Amount to be            Offering Price             Aggregate             Amount of
  Securities to be Registered         Registered (1)              Per Share            Offering Price       Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                   <C>                       <C>    
Common Stock, par value                  2,945,000             Not applicable            $1,718,555              $507.00
$.01 per share .................
===============================================================================================================================
<FN>
(1)      Estimated  pursuant  to Rules  457(c) and (h) solely  for  purposes  of
         computing the  registration  fee based upon the average of the high and
         low sales prices per share for the Common Stock  ($3.6565)  reported on
         the New York Stock Exchange on August 4, 1998. The  registration fee is
         based on  registering  an  additional  470,000  shares of Common  Stock
         pursuant to this registration statement.

Pursuant to Rule 429, the prospectuses included or deemed to be included in this
Registration  Statement  also relate to the  Registration  Statement on Form S-8
(Commission  Nos.  33-22235,   33-31387,   33-66230,   33-86592  and  333-60235)
previously filed by the registrant to effect the registration of an aggregate of
2,475,000 shares of its Common Stock, and such prospectuses are intended for use
in  connection  with  the  shares  registered   pursuant  to  such  Registration
Statements.
</FN>
</TABLE>
--------------------------------------------------------------------------------



<PAGE>



                                EXPLANATORY NOTE

         This Registration  Statement includes or is deemed to include two forms
of prospectus:  one to be sent or given to certain  participants  (the "Employee
Prospectus") in the 1991  Intellicall,  Inc. Stock Option Plan , as amended (the
"Plan"),  pursuant to Part I of Form S-8 and Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), and one to be used in connection
with reoffers and resales (the "Resale  Prospectus")  of shares of Common Stock,
par value  $.01 per  share  ("Common  Stock"),  by  participants  in the Plan as
contemplated  by Instruction C to Form S-8 under the Securities Act. The form of
Employee  Prospectus  has been  omitted  from  this  Registration  Statement  as
permitted by Part I of Form S-8. The form of Resale  Prospectus will be filed by
amendment to this Form S-8 Registration Statement.




<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,   which  the  Company  has  filed  with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

         (1)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1997;

         (2)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1998 ; and

         (3)      The description of the Common Stock contained in the
                  Company's Registration Statement on Form 8-A
                  dated July 15, 1987.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of 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  in this  Registration  Statement by
reference and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document  incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein, in any subsequently filed supplement to this
Registration Statement or in any document that also is incorporated by reference
herein,  modifies or  supersedes  such  statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Certain  legal  matters in  connection  with the Common  Stock  offered
pursuant to the Plan are being  passed  upon for the  Company by Kane,  Russell,
Coleman & Logan, P.C., 3700 Thanksgiving Tower, 1601 Elm Street,  Dallas,  Texas
75201.


                                      II-1


<PAGE>



Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

         Section 145(a) of the General  Corporation Law of the State of Delaware
(the "DGCL")  provides that a corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonable incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Section  145(b) of the DGCL provides  that a corporation  may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  corporation  and except  that no
indemnification  shall be made in respect  to any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section  145(d) of the DGCL  provides  that any  indemnification  under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation  only as authorized in the specific case upon a determination
that  indemnification of the director,  officer,  employee or agent is proper in
the  circumstances  because he has met the  applicable  standard  of conduct set
forth in  subsections  (a) and (b) of Section 145. Such  determination  shall be
made (1) by the board of directors by a majority vote of a quorum  consisting of
directors who were not

                                      II-2


<PAGE>



parties  to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
obtainable,  or, even if obtainable,  if a quorum of disinterested  directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including  attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and  conditions,  if any,  as the board of  directors
deems appropriate.

Certificate of Incorporation

         Article Tenth of the Company's Certificate of Incorporation,  a copy of
which is filed as Exhibit 4.1 to this  Registration  Statement,  provides that a
director of the  Company  shall not be  personally  liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the  DGCL or (iv) for any  transaction  in  which  the  director
derived an improper personal benefit.

         Article Tenth of the Company's  Certificate  of  Incorporation  further
provides  that the Company  shall  indemnify  to the full extent  authorized  or
permitted  by law any person  made,  or  threatened  to be made,  a party to any
action or proceeding  (whether  civil or criminal or otherwise) by reason of the
fact that he, his testator or intestate,  is or was a director or officer of the
Company, or is or was serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any capacity.

Bylaws

         Article I of the Company's  Bylaws, a copy of which is filed as Exhibit
4.4 to this Registration Statement, provides that the Company shall indemnify to
the same extent as provided in its Certificate of Incorporation any person made,
or threatened to be made, a party to any action or proceeding  (whether civil or
criminal or otherwise) by reason of the fact that he, his testator or intestate,
is or was a director or officer of the  Company,  or is or was serving any other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise, in any capacity.

Indemnification Agreements

         The  Company  has  entered   into   Indemnification   Agreements   (the
"Indemnification  Agreements")  pursuant  to which it has  agreed  to  indemnify
certain of its directors and officers against judgments, claims, damages, losses
and expenses incurred as a result of the fact that any

                                      II-3


<PAGE>



party thereto is, was or has agreed to become a director,  officer,  employee or
agent  of the  Company  or is or was  serving  or has  agreed  to  serve  in any
capacity, at the request of the Company, in any other corporation,  partnership,
joint venture,  employee benefit plan, trust or other enterprise, to the fullest
extent  permitted  by  applicable  law and in  accordance  with  the  terms  and
conditions set forth therein.  The  Indemnification  Agreements also provide for
the advancement of certain  expenses to the directors and officers party thereto
and authorize such  directors and officers to commence  litigation in a court of
competent   jurisdiction  to  seek  an  initial   determination  as  to  whether
indemnification  is proper or to challenge  any action of the Board of Directors
of the Company denying them indemnification. The Indemnification Agreements also
provide that, in the event that the  indemnification  provided for thereunder is
for any reason unavailable,  the Company shall contribute to the amount incurred
by the  directors and officers  party thereto in such  proportion as is fair and
reasonable in light of all the circumstances.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

Exhibit
Number                             Document Description

4.1      Certificate of Incorporation of Intellicall, Inc. (incorporated by
         reference to Exhibit 3.1 to the Company's Registration
         Statement on Form S-1 (Commission File No. 33-15723).

4.2      Amendment to Certificate of Incorporation of Intellicall, Inc. 
         (incorporated by reference to Exhibit 3.2 to the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1993).

4.3      Amendment to Certificate of Incorporation of Intellicall, Inc.
         (incorporated by reference to Exhibit 3.3 to the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1995).

4.4      Bylaws of Intellicall, Inc. (incorporated by reference to Exhibit 3.2
         to the Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1991).

4.5      Form of Certificate  evidencing Common Stock (incorporated by reference
         to Exhibit 4.1 to the  Company' s  Registration  Statement  on Form S-1
         (Commission File No. 33-15723).

4.6      1991 Intellicall, Inc. Stock Option Plan, as amended, filed herewith.

5.1 Opinion of Kane, Russell, Coleman & Logan, P.C., filed herewith.

24.1 Consent of  Pricewaterhouse  Coopers LLP,  independent  accountants,  filed
herewith.

24.2     Consent of Kane, Russell, Coleman & Logan, P.C.
         (included in Exhibit 5.1).

                                      II-4


<PAGE>




25.1  Powers of  Attorney  (included  on the  signature  page  hereof).
Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) 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;

                      (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)(1)(i) and  (a)(1)(ii) 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 Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

                  (2) 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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (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.

         (b) The Company 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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
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,

                                      II-5


<PAGE>



unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company 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.



                                      II-6


<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 Dallas, State of Texas, on August 6, 1998.

                                             INTELLICALL, INC.


                                             By: /s/John J. McDonald, Jr.
                                               --------------------------------
                                                John J. McDonald, Jr., President
                                                and Chief Executive Officer


         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and officers of  Intellicall,  Inc., a Delaware  corporation,  which is filing a
Registration  Statement on Form S-8 with the Securities and Exchange  Commission
under the  provisions  of the  Securities  Act of 1933  hereby  constitutes  and
appoints John J. McDonald,  Jr. and John M. Carradine and each of them, his true
and lawful  attorneys-in-fact  and agents,  will have full power of substitution
and resubstitution, for him and in his name, place and stead, and in any and all
capacities,  to sign  such  Registration  Statement  and  any or all  amendments
thereto and all other  documents  in  connection  therewith to be filed with the
Securities   and   Exchange   Commission,   it  being   understood   that   said
attorneys-in-fact  and  agents,  and each of them,  shall  have  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person and that each of the undersigned hereby ratifies and
confirms  all that said  attorneys-in-fact  as  agents or any of them,  or their
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 August 6, 1998.


          Signature                                        Signature

       /s/ John J. McDonald, Jr.                   /s/ Lewis E. Brazelton III  
  ------------------------------------        ----------------------------------
        John J. McDonald, Jr.,                  Lewis E. Brazelton III, Director
       President and Director
        /s/ John M. Carradine                        /s/ Richard B. Curran
 --------------------------------------       ----------------------------------
 John M. Carradine, Principal Financial          Richard B. Curran, Director
               Officer
                                                     /s/ Arthur Chavoya
 --------------------------------------       ----------------------------------
    B. Michael Adler, Director                      Arthur Chavoya, Director
        /s/ Thomas J. Berthel                        /s/ William O. Hunt
 --------------------------------------       ----------------------------------
    Thomas J. Berthel, Director                        William O. Hunt



                                      II-7


<PAGE>


                                  EXHIBIT INDEX


 
      
        4.1           Certificate of Incorporation of Intellicall, Inc.
                      (incorporated by reference to Exhibit 3.1 to the
                      Company's Registration Statement on Form S-1
                      (Commission File No. 33-15723).

        4.2           Amendment to Certificate of Incorporation of
                      Intellicall, Inc. (incorporated by reference to Exhibit
                      3.2 to the Company's Annual Report on Form 10-K
                      for the fiscal year ended December 31, 1993).

        4.3           Amendment to Certificate of Incorporation of
                      Intellicall, Inc. (incorporated by reference to
                      Exhibit 3.3 to the Company's Annual Report on Form
                      10-K for the fiscal year ended December 31, 1995).

        4.4           Bylaws of Intellicall, Inc. (incorporated by reference
                      to Exhibit 3.2 to the Company's Annual Report on
                      Form 10-K for the fiscal year ended December 31,
                      1991).

        4.5           Form of Certificate evidencing Common Stock
                      (incorporated by reference to Exhibit 4.1 to the
                      Company's Registration Statement on Form S-1
                      (Commission File No. 33-15723).

        4.6           1991 Intellicall, Inc. Stock Option Plan, as amended,
                      filed herewith.

        5.1           Opinion of Kane, Russell, Coleman & Logan, P.C.,
                      filed herewith.

       24.1           Consent  of  Pricewaterhouse   Coopers  LLP,   independent
                      accountants, filed herewith.

       24.2           Consent of Kane, Russell, Coleman & Logan, P.C.
                      (included in Exhibit 5).

       25.1           Powers of Attorney (included on the signature page
                      hereof).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR INTELLICALL, INC.", "secsgml_size_bytes": 26378}]
{"company-data": {"conformed-name": "INTELLICALL INC", "cik": "0000818674", "assigned-sic": "4899", "irs-number": "751993841", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-60917", "film-number": "98679516"}, "business-address": {"street1": "2155 CHENAULT STE 410", "city": "CARROLLTON", "state": "TX", "zip": "75006-5023", "phone": "2144160022"}, "mail-address": {"street1": "2155 CHENAULT SUITE 410", "city": "CARROLLTON", "state": "TX", "zip": "75006-5023"}}
As filed with the Securities and Exchange Commission on August 6, 1998
                                       Registration Statement No.  333-_________

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM S-8
                             REGISTRATION STATEMENT
                        UNDER THE SECURITIES ACT OF 1993

                                INTELLICALL, INC.
               (Exact name of issuer as specified in its charter)

            Delaware                                    75-1993841
 (State or other jurisdiction of                   (I.R.S. Employer
 incorporation or organization)                   Identification No.)

                            2155 Chenault, Suite 410
                          Carrollton, Texas 75006-5023
     (Address, including zip code, of issuer's principal executive offices)
                           --------------------------

                             1991 INTELLICALL, INC.
                                STOCK OPTION PLAN
                            (Full title of the plan)
                            ------------------------

                                JOHN M. CARRADINE
                                 Vice-President,
                             Chief Financial Officer
                            2155 Chenault, Suite 410
                          Carrollton, Texas 75006-5023
                    (Name and addresses of agent for service)

                                 (972) 416-0022
          (Telephone number, including area code, of agent for service)
                             -----------------------
CALCULATION OF REGISTRATION FEE
===============================================================================================================================

                                                              Proposed Maximum        Proposed Maximum
     Title of Each Class of            Amount to be            Offering Price             Aggregate             Amount of
  Securities to be Registered         Registered (1)              Per Share            Offering Price       Registration Fee
-------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value                  2,945,000             Not applicable            $1,718,555              $507.00
$.01 per share .................
===============================================================================================================================
(1)      Estimated  pursuant  to Rules  457(c) and (h) solely  for  purposes  of
         computing the  registration  fee based upon the average of the high and
         low sales prices per share for the Common Stock  ($3.6565)  reported on
         the New York Stock Exchange on August 4, 1998. The  registration fee is
         based on  registering  an  additional  470,000  shares of Common  Stock
         pursuant to this registration statement.

Pursuant to Rule 429, the prospectuses included or deemed to be included in this
Registration  Statement  also relate to the  Registration  Statement on Form S-8
(Commission  Nos.  33-22235,   33-31387,   33-66230,   33-86592  and  333-60235)
previously filed by the registrant to effect the registration of an aggregate of
2,475,000 shares of its Common Stock, and such prospectuses are intended for use
in  connection  with  the  shares  registered   pursuant  to  such  Registration
Statements.
--------------------------------------------------------------------------------
EXPLANATORY NOTE

         This Registration  Statement includes or is deemed to include two forms
of prospectus:  one to be sent or given to certain  participants  (the "Employee
Prospectus") in the 1991  Intellicall,  Inc. Stock Option Plan , as amended (the
"Plan"),  pursuant to Part I of Form S-8 and Rule 428(b)(1) under the Securities
Act of 1933, as amended (the "Securities Act"), and one to be used in connection
with reoffers and resales (the "Resale  Prospectus")  of shares of Common Stock,
par value  $.01 per  share  ("Common  Stock"),  by  participants  in the Plan as
contemplated  by Instruction C to Form S-8 under the Securities Act. The form of
Employee  Prospectus  has been  omitted  from  this  Registration  Statement  as
permitted by Part I of Form S-8. The form of Resale  Prospectus will be filed by
amendment to this Form S-8 Registration Statement.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  following  documents,   which  the  Company  has  filed  with  the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange  Act"), are incorporated in this
Registration Statement by reference and shall be deemed to be a part hereof:

         (1)      The Company's Annual Report on Form 10-K for the fiscal year
                  ended December 31, 1997;

         (2)      The Company's Quarterly Report on Form 10-Q for the quarter
                  ended March 31, 1998 ; and

         (3)      The description of the Common Stock contained in the
                  Company's Registration Statement on Form 8-A
                  dated July 15, 1987.

         All  documents  filed by the Company  with the  Commission  pursuant to
Sections  13(a),  13(c), 14 and 15(d) of the Exchange Act subsequent to the date
of this  Registration  Statement  and prior to the  filing  of 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  in this  Registration  Statement by
reference and to be a part hereof from the date of filing of such documents.

         Any statement contained in this Registration Statement, in an amendment
hereto or in a document  incorporated by reference herein, shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement  contained herein, in any subsequently filed supplement to this
Registration Statement or in any document that also is incorporated by reference
herein,  modifies or  supersedes  such  statement.  Any statement so modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

Item 4. Description of Securities.

         Not applicable.

Item 5. Interests of Named Experts and Counsel.

         Certain  legal  matters in  connection  with the Common  Stock  offered
pursuant to the Plan are being  passed  upon for the  Company by Kane,  Russell,
Coleman & Logan, P.C., 3700 Thanksgiving Tower, 1601 Elm Street,  Dallas,  Texas
75201.

                                      II-1
Item 6. Indemnification of Directors and Officers.

Delaware General Corporation Law

         Section 145(a) of the General  Corporation Law of the State of Delaware
(the "DGCL")  provides that a corporation may indemnify any person who was or is
a party  or is  threatened  to be made a party  to any  threatened,  pending  or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative  (other than an action by or in the right of the  corporation)  by
reason of the fact that he is or was a director,  officer,  employee or agent of
the  corporation,  or is or was serving at the request of the  corporation  as a
director, officer, employee or agent of another corporation,  partnership, joint
venture, trust or other enterprise against expenses (including attorney's fees),
judgments, fines and amounts paid in settlement actually and reasonable incurred
by him in  connection  with such action,  suit or proceeding if he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests  of the  corporation,  and,  with  respect to any  criminal  action or
proceeding, had no reasonable cause to believe his conduct was unlawful.

         Section  145(b) of the DGCL provides  that a corporation  may indemnify
any  person  who was or is a party  or is  threatened  to be made a party to any
threatened,  pending  or  completed  action  or suit by or in the  right  of the
corporation  to procure a judgment in its favor by reason of the fact that he is
or was a director,  officer, employee or agent of the corporation,  or is or was
serving at the request of the  corporation as a director,  officer,  employee or
agent  of  another  corporation,  partnership,  joint  venture,  trust  or other
enterprise against expenses (including  attorneys' fees) actually and reasonably
incurred by him in  connection  with the defense or settlement of such action or
suit if he acted in good faith and in a manner he  reasonably  believed to be in
or not  opposed to the best  interests  of the  corporation  and except  that no
indemnification  shall be made in respect  to any  claim,  issue or matter as to
which such  person  shall  have been  adjudged  to be liable to the  corporation
unless and only to the extent  that the Court of  Chancery or the court in which
such action or suit was brought shall determine upon application  that,  despite
the adjudication of liability but in view of all the  circumstances of the case,
such person is fairly and  reasonably  entitled to indemnity  for such  expenses
which the Court of Chancery or such other court shall deem proper.

         Section 145(c) of the DGCL provides that to the extent that a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise  in  defense  of  any  action,  suit  or  proceeding  referred  to  in
subsections  (a) and (b) of Section  145,  or in defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees) actually and reasonably incurred by him in connection therewith.

         Section  145(d) of the DGCL  provides  that any  indemnification  under
subsections (a) and (b) of Section 145 (unless ordered by a court) shall be made
by the corporation  only as authorized in the specific case upon a determination
that  indemnification of the director,  officer,  employee or agent is proper in
the  circumstances  because he has met the  applicable  standard  of conduct set
forth in  subsections  (a) and (b) of Section 145. Such  determination  shall be
made (1) by the board of directors by a majority vote of a quorum  consisting of
directors who were not

                                      II-2
parties  to such  action,  suit or  proceeding,  or (2) if such a quorum  is not
obtainable,  or, even if obtainable,  if a quorum of disinterested  directors so
directs,  by  independent  legal  counsel  in a written  opinion,  or (3) by the
stockholders.

         Section 145(e) of the DGCL provides that expenses (including attorneys'
fees)  incurred  by an officer or  director in  defending  any civil,  criminal,
administrative  or investigative  action,  suit or proceeding may be paid by the
corporation  in  advance  of the  final  disposition  of  such  action,  suit or
proceeding  upon receipt of an  undertaking  by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined that he is not
entitled to be indemnified by the corporation as authorized in Section 145. Such
expenses (including  attorneys' fees) incurred by other employees and agents may
be so paid upon such terms and  conditions,  if any,  as the board of  directors
deems appropriate.

Certificate of Incorporation

         Article Tenth of the Company's Certificate of Incorporation,  a copy of
which is filed as Exhibit 4.1 to this  Registration  Statement,  provides that a
director of the  Company  shall not be  personally  liable to the Company or its
stockholders  for monetary  damages for breach of fiduciary  duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its  stockholders,  (ii) for acts or  omissions  not in good faith or
which involve intentional  misconduct or a knowing violation of law, (iii) under
Section  174 of the  DGCL or (iv) for any  transaction  in  which  the  director
derived an improper personal benefit.

         Article Tenth of the Company's  Certificate  of  Incorporation  further
provides  that the Company  shall  indemnify  to the full extent  authorized  or
permitted  by law any person  made,  or  threatened  to be made,  a party to any
action or proceeding  (whether  civil or criminal or otherwise) by reason of the
fact that he, his testator or intestate,  is or was a director or officer of the
Company, or is or was serving any other corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise, in any capacity.

Bylaws

         Article I of the Company's  Bylaws, a copy of which is filed as Exhibit
4.4 to this Registration Statement, provides that the Company shall indemnify to
the same extent as provided in its Certificate of Incorporation any person made,
or threatened to be made, a party to any action or proceeding  (whether civil or
criminal or otherwise) by reason of the fact that he, his testator or intestate,
is or was a director or officer of the  Company,  or is or was serving any other
corporation,  partnership,  joint venture, trust, employee benefit plan or other
enterprise, in any capacity.

Indemnification Agreements

         The  Company  has  entered   into   Indemnification   Agreements   (the
"Indemnification  Agreements")  pursuant  to which it has  agreed  to  indemnify
certain of its directors and officers against judgments, claims, damages, losses
and expenses incurred as a result of the fact that any

                                      II-3
party thereto is, was or has agreed to become a director,  officer,  employee or
agent  of the  Company  or is or was  serving  or has  agreed  to  serve  in any
capacity, at the request of the Company, in any other corporation,  partnership,
joint venture,  employee benefit plan, trust or other enterprise, to the fullest
extent  permitted  by  applicable  law and in  accordance  with  the  terms  and
conditions set forth therein.  The  Indemnification  Agreements also provide for
the advancement of certain  expenses to the directors and officers party thereto
and authorize such  directors and officers to commence  litigation in a court of
competent   jurisdiction  to  seek  an  initial   determination  as  to  whether
indemnification  is proper or to challenge  any action of the Board of Directors
of the Company denying them indemnification. The Indemnification Agreements also
provide that, in the event that the  indemnification  provided for thereunder is
for any reason unavailable,  the Company shall contribute to the amount incurred
by the  directors and officers  party thereto in such  proportion as is fair and
reasonable in light of all the circumstances.

Item 7. Exemption from Registration Claimed.

         Not applicable.

Item 8. Exhibits.

Exhibit
Number                             Document Description

4.1      Certificate of Incorporation of Intellicall, Inc. (incorporated by
         reference to Exhibit 3.1 to the Company's Registration
         Statement on Form S-1 (Commission File No. 33-15723).

4.2      Amendment to Certificate of Incorporation of Intellicall, Inc. 
         (incorporated by reference to Exhibit 3.2 to the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1993).

4.3      Amendment to Certificate of Incorporation of Intellicall, Inc.
         (incorporated by reference to Exhibit 3.3 to the Company's Annual
         Report on Form 10-K for the fiscal year ended December 31, 1995).

4.4      Bylaws of Intellicall, Inc. (incorporated by reference to Exhibit 3.2
         to the Company's Annual Report on Form 10-K for the fiscal year ended
         December 31, 1991).

4.5      Form of Certificate  evidencing Common Stock (incorporated by reference
         to Exhibit 4.1 to the  Company' s  Registration  Statement  on Form S-1
         (Commission File No. 33-15723).

4.6      1991 Intellicall, Inc. Stock Option Plan, as amended, filed herewith.

5.1 Opinion of Kane, Russell, Coleman & Logan, P.C., filed herewith.

24.1 Consent of  Pricewaterhouse  Coopers LLP,  independent  accountants,  filed
herewith.

24.2     Consent of Kane, Russell, Coleman & Logan, P.C.
         (included in Exhibit 5.1).

                                      II-4
25.1  Powers of  Attorney  (included  on the  signature  page  hereof).
Item 9.  Undertakings.

         (a)      The Company hereby undertakes:

                  (1) 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;

                      (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)(1)(i) and  (a)(1)(ii) 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 Company
pursuant  to  Section  13  or  Section  15(d)  of  the  Exchange  Act  that  are
incorporated by reference in this Registration Statement.

                  (2) 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 therein,  and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                  (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.

         (b) The Company 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 therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c)  Insofar  as  indemnification  for  liabilities  arising  under the
Securities Act may be permitted to directors,  officers and controlling  persons
of the Company pursuant to the foregoing provisions,  or otherwise,  the Company
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,

                                      II-5
unenforceable.  In the  event  that a claim  for  indemnification  against  such
liabilities  (other than the payment by the Company 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.

                                      II-6
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 Dallas, State of Texas, on August 6, 1998.

                                             INTELLICALL, INC.

                                             By: /s/John J. McDonald, Jr.
                                               --------------------------------
                                                John J. McDonald, Jr., President
                                                and Chief Executive Officer

         KNOW ALL MEN BY THESE PRESENTS,  that each of the undersigned directors
and officers of  Intellicall,  Inc., a Delaware  corporation,  which is filing a
Registration  Statement on Form S-8 with the Securities and Exchange  Commission
under the  provisions  of the  Securities  Act of 1933  hereby  constitutes  and
appoints John J. McDonald,  Jr. and John M. Carradine and each of them, his true
and lawful  attorneys-in-fact  and agents,  will have full power of substitution
and resubstitution, for him and in his name, place and stead, and in any and all
capacities,  to sign  such  Registration  Statement  and  any or all  amendments
thereto and all other  documents  in  connection  therewith to be filed with the
Securities   and   Exchange   Commission,   it  being   understood   that   said
attorneys-in-fact  and  agents,  and each of them,  shall  have  full  power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person and that each of the undersigned hereby ratifies and
confirms  all that said  attorneys-in-fact  as  agents or any of them,  or their
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 August 6, 1998.

          Signature                                        Signature

       /s/ John J. McDonald, Jr.                   /s/ Lewis E. Brazelton III  
  ------------------------------------        ----------------------------------
        John J. McDonald, Jr.,                  Lewis E. Brazelton III, Director
       President and Director
        /s/ John M. Carradine                        /s/ Richard B. Curran
 --------------------------------------       ----------------------------------
 John M. Carradine, Principal Financial          Richard B. Curran, Director
               Officer
                                                     /s/ Arthur Chavoya
 --------------------------------------       ----------------------------------
    B. Michael Adler, Director                      Arthur Chavoya, Director
        /s/ Thomas J. Berthel                        /s/ William O. Hunt
 --------------------------------------       ----------------------------------
    Thomas J. Berthel, Director                        William O. Hunt

                                      II-7
EXHIBIT INDEX

 
      
        4.1           Certificate of Incorporation of Intellicall, Inc.
                      (incorporated by reference to Exhibit 3.1 to the
                      Company's Registration Statement on Form S-1
                      (Commission File No. 33-15723).

        4.2           Amendment to Certificate of Incorporation of
                      Intellicall, Inc. (incorporated by reference to Exhibit
                      3.2 to the Company's Annual Report on Form 10-K
                      for the fiscal year ended December 31, 1993).

        4.3           Amendment to Certificate of Incorporation of
                      Intellicall, Inc. (incorporated by reference to
                      Exhibit 3.3 to the Company's Annual Report on Form
                      10-K for the fiscal year ended December 31, 1995).

        4.4           Bylaws of Intellicall, Inc. (incorporated by reference
                      to Exhibit 3.2 to the Company's Annual Report on
                      Form 10-K for the fiscal year ended December 31,
                      1991).

        4.5           Form of Certificate evidencing Common Stock
                      (incorporated by reference to Exhibit 4.1 to the
                      Company's Registration Statement on Form S-1
                      (Commission File No. 33-15723).

        4.6           1991 Intellicall, Inc. Stock Option Plan, as amended,
                      filed herewith.

        5.1           Opinion of Kane, Russell, Coleman & Logan, P.C.,
                      filed herewith.

       24.1           Consent  of  Pricewaterhouse   Coopers  LLP,   independent
                      accountants, filed herewith.

       24.2           Consent of Kane, Russell, Coleman & Logan, P.C.
                      (included in Exhibit 5).

       25.1           Powers of Attorney (included on the signature page
                      hereof).