As filed with the  Securities  and Exchange  Commission  on November 27, 1995
                                        Registration Statement No.33-
- -----------------------------------------------------------------------------

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

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



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

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


                                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)

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


                                 1995 EMPLOYEE
                              STOCK PURCHASE PLAN
                            (Full title of the plan)

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


                               MICHAEL H. BARNES
                             Senior Vice-President,
                            Chief Financial Officer
                            2155 Chenault, Suite 410
                          Carrollton, Texas 75201-5023

                                 (214) 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           Offering Price        Aggregate         Amount of
   Securities to be Registered       be Registered (1)         Per Share        Offering Price    Registration Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                                      <C>                 <C>                   <C>                <C> 
Common Stock, par value
$.01 per share....................       300,000             Not applicable        $1,125,000          $388.00

==================================================================================================================
<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  ($3.75)  reported  on the New York Stock
Exchange on November 17, 1995. 
</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 1995 Employee Stock Purchase Plan (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 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, 1994;

     (2) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 1995; 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. Certain directors of

                                      II-1

<PAGE>



Kane,  Russell,  Coleman & Logan,  P.C.  beneficially  own 4,000  shares of
Common Stock.

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

                                      II-2

<PAGE>



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 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
4.3 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.

                                      II-3

<PAGE>







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 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      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).

4.4      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).

4.5      1995 Employee Stock Purchase Plan, filed herewith.


                                      II-4

<PAGE>



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

24.1     Consent of Ernst & Young LLP, independent public accountants, filed 
         herewith.

24.2     Consent of Price Waterhouse LLP, independent accountants, filed 
         herewith.

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

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  if 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

                                      II-5

<PAGE>



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,
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 November ___, 1995.

                                 INTELLICALL, INC.


11/16/95                         By:  /s/ William O. Hunt
 Date                            ------------------------------------------
                                 William O. Hunt
                                 Chairman of the Board, 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  William O. Hunt and Michael H. Barnes,  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 November 16, 1995.

             Signature



                /s/ William O. Hunt
- --------------------------------------------------               11/16/95
              William O. Hunt, Director                            Date


                /s/ Michael H. Barnes
- ---------------------------------------------------              11/16/95
   Michael H. Barnes, Principal Financial Officer                  Date


               /s/ B. Michael Adler
- ---------------------------------------------------              11/16/95
             B. Michael Adler, Director                            Date


             /s/ Lewis E. Brazelton III
- ---------------------------------------------------              11/16/95
           Lewis E. Brazelton III, Director                        Date


               /s/ Richard B. Curran
- ---------------------------------------------------              11/16/95
            Richard B. Curran, Director                            Date


               /s/ Richard E. Hanlon
- ---------------------------------------------------              11/16/95
             Richard E. Hanlon, Director                           Date


              /s/ Hugh E. Humphrey, Jr.
- ---------------------------------------------------              11/16/95
           Hugh E. Humphrey, Jr., Director                         Date



                                     II-7

<PAGE>
                                EXHIBIT INDEX

                                                                              
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        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).

4.4        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).

4.5        1995 Employee Stock Purchase Plan, filed herewith.

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

24.1       Consent of Ernst & Young LLP, independent public accountants, filed
           herewith.

24.2       Consent of Price Waterhouse LLP, independent public accountants,
           filed herewith.

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

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




                                      II-8
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR INTELLICALL, INC.", "secsgml_size_bytes": 25430}]
{"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": "033-64583", "film-number": "95596355"}, "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 November 27, 1995
                                        Registration Statement No.33-
- -----------------------------------------------------------------------------

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

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

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

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

                                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)

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

                                 1995 EMPLOYEE
                              STOCK PURCHASE PLAN
                            (Full title of the plan)

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

                               MICHAEL H. BARNES
                             Senior Vice-President,
                            Chief Financial Officer
                            2155 Chenault, Suite 410
                          Carrollton, Texas 75201-5023

                                 (214) 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           Offering Price        Aggregate         Amount of
   Securities to be Registered       be Registered (1)         Per Share        Offering Price    Registration Fee
- ------------------------------------------------------------------------------------------------------------------
Common Stock, par value
$.01 per share....................       300,000             Not applicable        $1,125,000          $388.00

==================================================================================================================
(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  ($3.75)  reported  on the New York Stock
Exchange on November 17, 1995.
- ------------------------------------------------------------------------------
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 1995 Employee Stock Purchase Plan (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 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, 1994;

     (2) The Company's  Quarterly Report on Form 10-Q for the quarter ended June
30, 1995; 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. Certain directors of

                                      II-1
Kane,  Russell,  Coleman & Logan,  P.C.  beneficially  own 4,000  shares of
Common Stock.

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

                                      II-2
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 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
4.3 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.

                                      II-3
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 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      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).

4.4      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).

4.5      1995 Employee Stock Purchase Plan, filed herewith.

                                      II-4
5.1      Opinion of Kane, Russell, Coleman & Logan, P.C., filed herewith.

24.1     Consent of Ernst & Young LLP, independent public accountants, filed 
         herewith.

24.2     Consent of Price Waterhouse LLP, independent accountants, filed 
         herewith.

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

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  if 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

                                      II-5
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,
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 November ___, 1995.

                                 INTELLICALL, INC.

11/16/95                         By:  /s/ William O. Hunt
 Date                            ------------------------------------------
                                 William O. Hunt
                                 Chairman of the Board, 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  William O. Hunt and Michael H. Barnes,  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 November 16, 1995.

             Signature

                /s/ William O. Hunt
- --------------------------------------------------               11/16/95
              William O. Hunt, Director                            Date

                /s/ Michael H. Barnes
- ---------------------------------------------------              11/16/95
   Michael H. Barnes, Principal Financial Officer                  Date

               /s/ B. Michael Adler
- ---------------------------------------------------              11/16/95
             B. Michael Adler, Director                            Date

             /s/ Lewis E. Brazelton III
- ---------------------------------------------------              11/16/95
           Lewis E. Brazelton III, Director                        Date

               /s/ Richard B. Curran
- ---------------------------------------------------              11/16/95
            Richard B. Curran, Director                            Date

               /s/ Richard E. Hanlon
- ---------------------------------------------------              11/16/95
             Richard E. Hanlon, Director                           Date

              /s/ Hugh E. Humphrey, Jr.
- ---------------------------------------------------              11/16/95
           Hugh E. Humphrey, Jr., Director                         Date

                                     II-7
EXHIBIT INDEX

                                                                              
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        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).

4.4        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).

4.5        1995 Employee Stock Purchase Plan, filed herewith.

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

24.1       Consent of Ernst & Young LLP, independent public accountants, filed
           herewith.

24.2       Consent of Price Waterhouse LLP, independent public accountants,
           filed herewith.

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

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

                                      II-8