As filed with the Securities and Exchange Commission on January 23, 1997
                                                   Registration No. 333-_____


                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549


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


                         INTELLIGENT DECISION SYSTEMS, INC.
                 (Exact name of registrant as specified in charter)

      Delaware                                        38-3286394
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)



2025 E. Beltline Ave., S.E. Ste 400              Mark A. Babin, President
Grand Rapids, Michigan 49546              2025 E. Beltline Ave., S.E., Suite 400
      (616) 285-5830                           Grand Rapids, Michigan 49546
(Address and telephone number of                    (616) 285-5830
registrant's principal executive
offices and principal place             (Name, address, and telephone number of
of business)                            agent for service)



                                   Copies to:
                        Christopher J. Littlefield, Esq.
                              Snell & Wilmer L.L.P.
                               One Arizona Center
                           Phoenix, Arizona 85004-0001
                                 (602) 382-6323

                                CONSULTING AGREEMENT
                              (Full Title of the Plan)

     



<TABLE>
<CAPTION>
        CONSULTING AGREEMENT DATED AS OF SEPTEMBER 30, 1996 BY AND AMONG
       THE REGISTRANT, R. WAYNE FRITZSCHE, ANTHONY KAMIN AND JAMES N. LANE
                         
Title of Each Class                  Proposed Maximum    Proposed Maximum        Amount of
  of Securities      Amount Being        Offering       Aggregate Offering      Registration
Being Registered      Registered     Price Per Share(2)      Price(2)               Fee
---------------------------------------------------------------------------------------------

<S>                   <C>              <C>                  <C>                   <C>
---------------------------------------------------------------------------------------------

Common Stock(1)       1,950,000        $1.58                $3,081,000            $934.00
---------------------------------------------------------------------------------------------
  </TABLE>


(1) The securities  registered  hereunder are shares of the registrant's  common
    stock, $.001 par value, issuable pursuant to a Consulting Agreement.

(2) Estimated  solely  for  the  purpose  of  calculating   the  amount  of  the
    registration fee, pursuant to rules 457(c) and 457(h) of the Securities  Act
    of 1933, on the basis of the average of the high  and low  prices for shares
    of Common Stock on January 16, 1997.


                                                        Exhibit Intex on Page 7

                                                                   Page 1 of 14
                                                      
                                                                           

                                         1

<PAGE>





                                     PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS


   The documents containing the information  specified in Part I, Items 1 and 2,
will be delivered to the  consultants  in accordance  with Form S-8 and Rule 428
under the Securities Act of 1933, as amended.



                                                         2

<PAGE>





              
                                       PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration



Statement  of  Intelligent  Decision  Systems,   Inc.,  a  Delaware  corporation
("Company"), and in the related Section 10(a) prospectus:

      (a)   The Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1996;

      (b)   The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
            ended September 30, 1996;

      (c)   The Company's Current Reports on Form 8-K filed on November 6, 1996,
            December 20, 1996 and January 3, 1997.

      (d)   Description   of  the  Company's  Common   Stock  included  in   the
            Registration  Statement on Form  S-4 filed on  February 7, 1996, SEC
            File No. 33-93058.

     In addition,  all documents  subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration statement,  and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be 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 or in any subsequently  filed document which also is
or is deemed to be 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.

      Not applicable.

Item 6.  Indemnification of Officers and Directors.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "Delaware  Law")  empowers a Delaware  corporation to indemnify any persons
who are, or are  threatened to be made,  parties to any  threatened,  pending or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests,  and for criminal proceedings,
had no  reasonable  cause  to  believe  his  conduct  was  illegal.  A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation in the  performance of his duty.  Where an officer or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or directly actually and reasonably incurred.

                                                     
                                                                         
                                        3
<PAGE>



         In accordance with the Delaware Law, the  Certificate of  Incorporation
of the  Company  contains a provision  to limit the  personal  liability  of the
directors for violations of their fiduciary duty. This provision eliminates each
director's  liability  to the  Company  or its  respective  securityholders  for
monetary  damages except (i) for any breach of the director's duty of loyalty to
the Company or its securityholders, (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 Delaware Law  providing for liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions,  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

         Article  VIII  of the  Amended  By-Laws  of the  Company  provides  for
indemnification of directors, officers and employees as follows:

         Each Director and officer of the Corporation  now or hereafter  serving
as such shall be indemnified by the  Corporation  against any and all claims and
liabilities to which he or she has or may become subject by reason or serving or
having served as such Director or officer, or by reason of any action alleged to
have  been  taken,  omitted,  neglected  as such  Director  or  officer  and the
Corporation  shall reimburse each such person for all legal expenses  reasonably
incurred in connection  with any such claim or liability or wrong  payments made
by him or her in satisfaction  of such claim or claims,  either by compromise or
in satisfaction of judgment.  No such person shall be indemnified against, or be
reimbursed for any expense or payments incurred in connection with, any claim or
liability  established to have arisen out of his own willful misconduct or gross
negligence.

         The  right of  indemnification  hereinabove  provided  for shall not be
exclusive of any right to which any Director or officer of the  Corporation  may
otherwise be entitled by law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit Index located at Page 7

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

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

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "1933 Act");

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  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;




                                                         4

<PAGE>



provided,   however,  that  paragraphs  (i)   and  (ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining  any liability  under the 1933
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.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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.

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



                                                         5

<PAGE>


                                     SIGNATURES


      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Grand Rapids, Michigan, on the date below.


DATED: January 22, 1997                     INTELLIGENT DECISION SYSTEMS, INC.


                                             By  /s/  Mark a. Babin
                                               ---------------------------------
                                               Mark A. Babin, President and CEO


      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

  Signature                         Title                          Date


/s/ Mark a. Babin             President, Chief Executive       January 22, 1997
---------------------         Officer, Chief Financial and
Mark A. Babin                 Accounting Officer and Director


/s/ Raymond F. Blue           Director                         January 22, 1997
---------------------
Raymond F. Blue


/s/ David A. Horowitz         Chairman of the Board            January 22, 1997
---------------------         and Director
David A. Horowitz


/s/ Robert B. Hyte            Director                         January 22, 1997
---------------------
Robert B. Hyte


/s/ James M. Keller, Jr.      Director, Secretary, and         January 22, 1997
------------------------      Treasurer
James M. Keller, Jr.


/s/ R. Wayne Fritzsche        Director                         January 22, 1997
----------------------
R. Wayne Fritzsche

                                                        
                                                                       
                                         6

<PAGE>





                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


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





                                    EXHIBITS


                       INTELLIGENT DECISION SYSTEMS, INC.
               (Exact name of registrant as specified in charter)


                                  EXHIBIT INDEX

         The  following  exhibits  are  included  as part  of this  registration
statement,  except those exhibits,  marked (T), which have previously been filed
with the Securities and Exchange Commission and are incorporated by reference to
another  registrant  statement,  report or form.  References to the "Company" in
this  Exhibit  Index  mean  INTELLIGENT  DECISION  SYSTEMS,   INC.,  a  Delaware
corporation.


 4.1     Consulting Agreement................................................ 8
 4.2     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and R. Wayne Fritzsche...................... 11
 4.3     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and R. Wayne Fritzsche...................... 17
 4.4     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and R. Wayne Fritzsche...................... 23
 4.5     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and Anthony Kamin........................... 29
 4.6     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and Anthony Kamin........................... 35
 4.7     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and Anthony Kamin........................... 41
 4.8     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and James N. Lane........................... 47
 4.9     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and James N. Lane........................... 53
 4.10    Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and James N. Lane........................... 59
 5.1     Opinion of Snell & Wilmer L.L.P., counsel to registrant.............65
 23.1    Consent of Wilber & Townshend, P.C., independent accountants........67
 23.2    Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)

                                        7
[{"type": "S-8", "sequence": "1", "description": "REGISTRATION STATEMENT", "secsgml_size_bytes": 18928}]
{"company-data": {"conformed-name": "INTELLIGENT DECISION SYSTEMS INC", "cik": "0000879500", "assigned-sic": "7372", "irs-number": "383286394", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-20261", "film-number": "97509683"}, "business-address": {"street1": "2025 E BELTLINE AVE SE", "street2": "STE 400", "city": "GRAND RAPIDS", "state": "MI", "zip": "49546", "phone": "6162855830"}, "former-company": [{"former-conformed-name": "RESOURCE FINANCE GROUP LTD  /CO/", "date-changed": "19960103"}, {"former-conformed-name": "RESOURCE FINANCE GROUP LTD", "date-changed": "19930328"}]}
As filed with the Securities and Exchange Commission on January 23, 1997
                                                   Registration No. 333-_____

                         SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

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

                         INTELLIGENT DECISION SYSTEMS, INC.
                 (Exact name of registrant as specified in charter)

      Delaware                                        38-3286394
(State or other jurisdiction                (I.R.S. Employer Identification No.)
of incorporation or organization)

2025 E. Beltline Ave., S.E. Ste 400              Mark A. Babin, President
Grand Rapids, Michigan 49546              2025 E. Beltline Ave., S.E., Suite 400
      (616) 285-5830                           Grand Rapids, Michigan 49546
(Address and telephone number of                    (616) 285-5830
registrant's principal executive
offices and principal place             (Name, address, and telephone number of
of business)                            agent for service)

                                   Copies to:
                        Christopher J. Littlefield, Esq.
                              Snell & Wilmer L.L.P.
                               One Arizona Center
                           Phoenix, Arizona 85004-0001
                                 (602) 382-6323

                                CONSULTING AGREEMENT
                              (Full Title of the Plan)
CONSULTING AGREEMENT DATED AS OF SEPTEMBER 30, 1996 BY AND AMONG
       THE REGISTRANT, R. WAYNE FRITZSCHE, ANTHONY KAMIN AND JAMES N. LANE
                         
Title of Each Class                  Proposed Maximum    Proposed Maximum        Amount of
  of Securities      Amount Being        Offering       Aggregate Offering      Registration
Being Registered      Registered     Price Per Share(2)      Price(2)               Fee
---------------------------------------------------------------------------------------------
---------------------------------------------------------------------------------------------

Common Stock(1)       1,950,000        $1.58                $3,081,000            $934.00
---------------------------------------------------------------------------------------------
(1) The securities  registered  hereunder are shares of the registrant's  common
    stock, $.001 par value, issuable pursuant to a Consulting Agreement.

(2) Estimated  solely  for  the  purpose  of  calculating   the  amount  of  the
    registration fee, pursuant to rules 457(c) and 457(h) of the Securities  Act
    of 1933, on the basis of the average of the high  and low  prices for shares
    of Common Stock on January 16, 1997.

                                                        Exhibit Intex on Page 7

                                                                   Page 1 of 14
                                                      
                                                                           

                                         1
PART I
                INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS

   The documents containing the information  specified in Part I, Items 1 and 2,
will be delivered to the  consultants  in accordance  with Form S-8 and Rule 428
under the Securities Act of 1933, as amended.

                                                         2
PART II
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

      The following documents are incorporated by reference in this Registration

Statement  of  Intelligent  Decision  Systems,   Inc.,  a  Delaware  corporation
("Company"), and in the related Section 10(a) prospectus:

      (a)   The Company's Annual Report on Form 10-KSB for the fiscal year ended
            June 30, 1996;

      (b)   The Company's Quarterly Report on Form 10-QSB for the fiscal quarter
            ended September 30, 1996;

      (c)   The Company's Current Reports on Form 8-K filed on November 6, 1996,
            December 20, 1996 and January 3, 1997.

      (d)   Description   of  the  Company's  Common   Stock  included  in   the
            Registration  Statement on Form  S-4 filed on  February 7, 1996, SEC
            File No. 33-93058.

     In addition,  all documents  subsequently  filed by the Company pursuant to
Sections  13(a),  13(c),  14, or 15(d) of the  Securities  Exchange Act of 1934,
prior to the  filing of a  post-effective  amendment  which  indicates  that all
securities  registered  hereunder  have  been  sold  or  which  deregisters  all
securities  then  remaining  unsold,  shall  be  deemed  to be  incorporated  by
reference in this registration statement,  and to be a part hereof from the date
of filing of such documents.  Any statement contained in a document incorporated
or deemed to be 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 or in any subsequently  filed document which also is
or is deemed to be 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.

      Not applicable.

Item 6.  Indemnification of Officers and Directors.

         Section  145 of the  General  Corporation  Law of the State of Delaware
(the "Delaware  Law")  empowers a Delaware  corporation to indemnify any persons
who are, or are  threatened to be made,  parties to any  threatened,  pending or
completed   legal  action,   suit  or  proceeding,   whether  civil,   criminal,
administrative or investigative (other than an action by or in the right of such
corporation),  by reason of the fact that such person was an officer or director
of such corporation,  or is or was serving at the request of such corporation as
a director, officer, employee or agent of another corporation or enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement  actually and  reasonably  incurred by such person in
connection with such action,  suit or proceeding,  provided that such officer or
director acted in good faith and in a manner he reasonably believed to be in, or
not opposed to, the corporation's best interests,  and for criminal proceedings,
had no  reasonable  cause  to  believe  his  conduct  was  illegal.  A  Delaware
corporation may indemnify officers and directors in an action by or in the right
of the corporation under the same conditions,  except that no indemnification is
permitted without judicial approval if the officer or director is adjudged to be
liable to the  corporation in the  performance of his duty.  Where an officer or
director is  successful  on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or directly actually and reasonably incurred.

                                                     
                                                                         
                                        3
In accordance with the Delaware Law, the  Certificate of  Incorporation
of the  Company  contains a provision  to limit the  personal  liability  of the
directors for violations of their fiduciary duty. This provision eliminates each
director's  liability  to the  Company  or its  respective  securityholders  for
monetary  damages except (i) for any breach of the director's duty of loyalty to
the Company or its securityholders, (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 Delaware Law  providing for liability of directors for
unlawful  payment of dividends or unlawful stock  purchases or  redemptions,  or
(iv) for any  transaction  from which a director  derived an  improper  personal
benefit.  The effect of this provision is to eliminate the personal liability of
directors for monetary damages for actions involving a breach of their fiduciary
duty of care, including any such actions involving gross negligence.

         Article  VIII  of the  Amended  By-Laws  of the  Company  provides  for
indemnification of directors, officers and employees as follows:

         Each Director and officer of the Corporation  now or hereafter  serving
as such shall be indemnified by the  Corporation  against any and all claims and
liabilities to which he or she has or may become subject by reason or serving or
having served as such Director or officer, or by reason of any action alleged to
have  been  taken,  omitted,  neglected  as such  Director  or  officer  and the
Corporation  shall reimburse each such person for all legal expenses  reasonably
incurred in connection  with any such claim or liability or wrong  payments made
by him or her in satisfaction  of such claim or claims,  either by compromise or
in satisfaction of judgment.  No such person shall be indemnified against, or be
reimbursed for any expense or payments incurred in connection with, any claim or
liability  established to have arisen out of his own willful misconduct or gross
negligence.

         The  right of  indemnification  hereinabove  provided  for shall not be
exclusive of any right to which any Director or officer of the  Corporation  may
otherwise be entitled by law.

Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.  Exhibits.

         Exhibit Index located at Page 7

Item 9.  Undertakings.

         The undersigned registrant hereby undertakes:

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

                  (i)  To include any prospectus required by Section 10(a)(3) of
         the Securities Act of 1933 (the "1933 Act");

                  (ii) To reflect in the  prospectus any facts or events arising
         after the  effective  date of the  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;

                                                         4
provided,   however,  that  paragraphs  (i)   and  (ii)  do  not  apply  if  the
registration  statement is on Form S-3 or Form S-8 and the information  required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.

         (2) That, for the purpose of determining  any liability  under the 1933
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.

         The  undersigned  registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the 1933 Act, each filing of the  registrant's
annual  report  pursuant to section 13(a) or section 15(d) of the 1934 Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to section 15(d) of the 1934 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.

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

                                                         5
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all 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 Grand Rapids, Michigan, on the date below.

DATED: January 22, 1997                     INTELLIGENT DECISION SYSTEMS, INC.

                                             By  /s/  Mark a. Babin
                                               ---------------------------------
                                               Mark A. Babin, President and CEO

      Pursuant  to  the  requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons,  in the
capacities and on the dates respectively indicated.

  Signature                         Title                          Date

/s/ Mark a. Babin             President, Chief Executive       January 22, 1997
---------------------         Officer, Chief Financial and
Mark A. Babin                 Accounting Officer and Director

/s/ Raymond F. Blue           Director                         January 22, 1997
---------------------
Raymond F. Blue

/s/ David A. Horowitz         Chairman of the Board            January 22, 1997
---------------------         and Director
David A. Horowitz

/s/ Robert B. Hyte            Director                         January 22, 1997
---------------------
Robert B. Hyte

/s/ James M. Keller, Jr.      Director, Secretary, and         January 22, 1997
------------------------      Treasurer
James M. Keller, Jr.

/s/ R. Wayne Fritzsche        Director                         January 22, 1997
----------------------
R. Wayne Fritzsche

                                                        
                                                                       
                                         6
SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

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

                                    EXHIBITS

                       INTELLIGENT DECISION SYSTEMS, INC.
               (Exact name of registrant as specified in charter)

                                  EXHIBIT INDEX

         The  following  exhibits  are  included  as part  of this  registration
statement,  except those exhibits,  marked (T), which have previously been filed
with the Securities and Exchange Commission and are incorporated by reference to
another  registrant  statement,  report or form.  References to the "Company" in
this  Exhibit  Index  mean  INTELLIGENT  DECISION  SYSTEMS,   INC.,  a  Delaware
corporation.

 4.1     Consulting Agreement................................................ 8
 4.2     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and R. Wayne Fritzsche...................... 11
 4.3     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and R. Wayne Fritzsche...................... 17
 4.4     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and R. Wayne Fritzsche...................... 23
 4.5     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and Anthony Kamin........................... 29
 4.6     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and Anthony Kamin........................... 35
 4.7     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and Anthony Kamin........................... 41
 4.8     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and James N. Lane........................... 47
 4.9     Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and James N. Lane........................... 53
 4.10    Non-Statutory Stock Option Agreement Dated September 30, 1996
         between the Registrant and James N. Lane........................... 59
 5.1     Opinion of Snell & Wilmer L.L.P., counsel to registrant.............65
 23.1    Consent of Wilber & Townshend, P.C., independent accountants........67
 23.2    Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1)

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