As filed with the Securities and Exchange Commission on June 14, 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)

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


                              1991 INTELLICALL, INC.
                                STOCK OPTION 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....................       2,475,000           Not applicable        $1,015,625          $318.00

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

<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  ($4.0625)  reported on the New York Stock
Exchange on June 12,  1995.  The  registration  fee is based on  registering  an
additional  250,000  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  Statements on Form
S-8 (Commission Nos. 33-22235, 33-31387, 33-66230 and 33-86592) previously filed
by the registrant to effect the registration of an aggregate of 2,225,000 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 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 March
31, 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 Kane, Russell, Coleman & Logan, P.C. beneficially own 4,000
shares of Common Stock.


                                        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 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.







                                   II-2

<PAGE>



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

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


                                      II-4

<PAGE>



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 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.


                                     II-5

<PAGE>




         (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 June 13, 1995.

                                 INTELLICALL, INC.


                              By:  /s/ William O. Hunt
6/13/95                           ------------------------------------------
 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 June 13, 1995.

             Signature



                /s/ William O. Hunt
- --------------------------------------------------               6/13/95
              William O. Hunt, Director                            Date


                /s/ Michael H. Barnes
- ---------------------------------------------------              6/13/95
   Michael H. Barnes, Principal Financial Officer                  Date


               /s/ B. Michael Adler
- ---------------------------------------------------              6/13/95
             B. Michael Adler, Director                            Date


             /s/ Lewis E. Brazelton III
- ---------------------------------------------------              6/13/95
           Lewis E. Brazelton III, Director                        Date


               /s/ Richard B. Curran
- ---------------------------------------------------              6/13/95
            Richard B. Curran, Director                            Date


               /s/ Richard E. Hanlon
- ---------------------------------------------------              6/13/95
             Richard E. Hanlon, Director                           Date


              /s/ Hugh E. Humphrey, Jr.
- ---------------------------------------------------              6/13/95
           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        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 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).




                                      II-8
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{"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": "033-60235", "film-number": "95547182"}, "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 June 14, 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)

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

                              1991 INTELLICALL, INC.
                                STOCK OPTION 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....................       2,475,000           Not applicable        $1,015,625          $318.00

==================================================================================================================
(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  ($4.0625)  reported on the New York Stock
Exchange on June 12,  1995.  The  registration  fee is based on  registering  an
additional  250,000  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  Statements on Form
S-8 (Commission Nos. 33-22235, 33-31387, 33-66230 and 33-86592) previously filed
by the registrant to effect the registration of an aggregate of 2,225,000 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 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 March
31, 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 Kane, Russell, Coleman & Logan, P.C. beneficially own 4,000
shares of Common Stock.

                                        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 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.

                                   II-2
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       1991 Intellicall, Inc. Stock Option Plan, as amended, filed herewith.

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

                                      II-4
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 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.

                                     II-5
(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 June 13, 1995.

                                 INTELLICALL, INC.

                              By:  /s/ William O. Hunt
6/13/95                           ------------------------------------------
 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 June 13, 1995.

             Signature

                /s/ William O. Hunt
- --------------------------------------------------               6/13/95
              William O. Hunt, Director                            Date

                /s/ Michael H. Barnes
- ---------------------------------------------------              6/13/95
   Michael H. Barnes, Principal Financial Officer                  Date

               /s/ B. Michael Adler
- ---------------------------------------------------              6/13/95
             B. Michael Adler, Director                            Date

             /s/ Lewis E. Brazelton III
- ---------------------------------------------------              6/13/95
           Lewis E. Brazelton III, Director                        Date

               /s/ Richard B. Curran
- ---------------------------------------------------              6/13/95
            Richard B. Curran, Director                            Date

               /s/ Richard E. Hanlon
- ---------------------------------------------------              6/13/95
             Richard E. Hanlon, Director                           Date

              /s/ Hugh E. Humphrey, Jr.
- ---------------------------------------------------              6/13/95
           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        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 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).

                                      II-8