SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          THE HARTCOURT COMPANIES INC.
             (Exact name of Registrant as specified in its charter)

                                      UTAH
         (State or other jurisdiction of incorporation or organization)

                                   87-0400541
                       (IRS Employer Identification No.)

          9800 South Sepulveda Blvd., Suite 818, Los Angeles, CA 90045
          (Address of Principal Executive Offices, including ZIP Code)

              Option Agreements with Tang Wai Leong and Thomas Kwok
                            (Full title of the plan)

 Dr. Alan V. Phan, 9800 South Sepulveda Blvd., Suite 818, Los Angeles, CA 90045
                     (Name and address of agent for service)

                                 (310) 410-7290
          (Telephone number, including area code, of agent for service)

                                       1

<PAGE>

<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE

                                                          Proposed              Proposed
                                                           Maximum               Maximum
                                 Amount of                Offering              Aggregate           Amount of
   Title of Securities            Shares                  Price Per             Offering          Registration
    to be Registered         to be Registered             Share(1)              Price(1)               Fee
------------------------     --------------------         ---------        --------------      ---------------
<S>                          <C>                          <C>              <C>                 <C>

$.01 par value
Common Stock                              500,000           $5.50          $         2,750,000 $           726.00


$.01 par value
Common Stock                            2,000,000           $5.50          $        11,000,000 $         2,904.00


TOTALS                                  2,500,000            N/A           $        13,750,000 $         3,630.00
</TABLE>

     (1)      This  calculation  is made solely for the purposes of  determining
              the  registration fee pursuant to the provisions of Rule 457 under
              the  Securities Act and is calculated on the basis of the price at
              which the securities are to be offered to the public.

                                       2

<PAGE>

                                   PROSPECTUS

                          THE HARTCOURT COMPANIES INC.

          9800 South Sepulveda Blvd., Suite 818, Los Angeles, CA 90045
                                 (310) 410-7290

            2,500,000 SHARES OF COMMON STOCK UNDERLYING STOCK OPTIONS

         This  Prospectus  relates  to the  offer  and  sale  by  The  Hartcourt
Companies  Inc.,  a Utah  corporation  ("Hartcourt"),  of shares of its $.01 par
value per share  common stock (the "Common  Stock") to certain  consultants  and
advisors (the "Consultants")  pursuant to option agreements entered into between
the  Company  and the  Consultants  for  payment  of  services  to be  rendered.
Hartcourt is  registering  hereunder and then issuing,  upon receipt of adequate
consideration  therefor,  to the  Consultants  2,500,000  shares of Common Stock
underlying  certain stock options in consideration  for services to be performed
under the respective agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are "affiliates" of Hartcourt within
the  meaning of the  Securities  Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the  over-the-counter
market at prices  prevailing at the time of such sale. Of the shares  registered
hereunder,  no shares are being  registered  to an  affiliate of  Hartcourt.  An
affiliate  is  summarily,   any  director,   executive  officer  or  controlling
shareholder  of  Hartcourt  or anyone of its  subsidiaries.  An  "affiliate"  of
Hartcourt is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the  "Exchange  Act").  If an Consultant  who is not now an "affiliate"
becomes an "affiliate" of the Hartcourt in the future,  he would then be subject
to Section 16(b) of the Exchange Act.

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

          THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY
          THE   SECURITIES   AND  EXCHANGE   COMMISSION  NOR  HAS  THE
          COMMISSION  PASSED  UPON THE  ACCURACY  OR  ADEQUACY OF THIS
          PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
          OFFENSE.

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

                   The date of this Prospectus is May 5, 2000

                                       3

<PAGE>

         This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the Registration Statement or other filings by Hartcourt with the Commission are
qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written  or oral  request.  Requests  should  be  addressed  to:  The  Hartcourt
Companies  Inc.,  9800  South  Sepulveda  Blvd.,  Los  Angeles,  CA 90045  (562)
426-9796.

         Hartcourt is subject to the reporting  requirements of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other  information  filed by Hartcourt under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained  at the  prescribed  rates.  Hartcourt=s  stock has been  traded on the
over-the-counter  market  since 1994 and is  currently  reported by the National
Quotation Bureau Electronic Bulletin Board.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Hartcourt.  This Prospectus does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the person  making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of Hartcourt since the date hereof.

                                       4

<PAGE>

                                TABLE OF CONTENTS


Information Required in the Section 10(a) Prospectus ......................6

Item 1.  Plan Information..................................................6

         General Information...............................................6
                  The Company..............................................6
                  Purposes.................................................6
                  Common Stock.............................................6
                  The Consultants..........................................6
                  No Restrictions on Transfer..............................6
                  Tax Treatment to the Consultants.........................7
                  Tax Treatment to Hartcourt...............................7
                  Restrictions on Resales..................................7

Documents Incorporated by Reference and Additional Information.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......8
                  Legal Opinion and Experts................................8
                  Indemnification of Officers and Directors................8

Information Required in the Registration Statement.........................10

Item 3.  Incorporation of Documents by Reference...........................10

Item 4.  Description of Securities.........................................10

Item 5.  Interests of Named Experts and Counsel............................10

Item 6.  Indemnification of Directors and Officers.........................10

Item 7.  Exemption from Registration Claimed...............................11

Item 8.  Exhibits .........................................................11

Item 9.  Undertakings......................................................11

Signatures ................................................................13

Exhibit Index .............................................................14

                                       5

<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.        Plan Information

GENERAL INFORMATION

The Company

         Hartcourt has its principal  executive  offices at 9800 South Sepulveda
Blvd.,  Suite 818, Los Angeles,  CA 90045,  where its telephone  number is (310)
410-7290.

Purposes

         The Common Stock to be issued by Hartcourt to certain  Consultants will
be issued  pursuant to option  agreements  entered into between  Consultants and
Hartcourt,  which the agreements have been approved by the Board of Directors of
Hartcourt (the "Board of  Directors").  The agreements are intended to provide a
method  whereby  Hartcourt may be stimulated by the personal  involvement of the
Consultants in Hartcourt's future prosperity, thereby advancing the interests of
Hartcourt, and all of its shareholders.  Subject to the terms of the agreements,
the  Consultants  will have the right to exercise the option in whole or in part
until December 1, 2002.  Copies of the agreements have been filed as exhibits to
this Registration Statement.

Common Stock

         The Board has authorized the issuance of up to 2,500,000  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

         The  Consultants  have agreed to provide their  expertise and advice to
Hartcourt for the purposes set forth in their agreements with Hartcourt.

No Restrictions on Transfer

         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

                                       6

<PAGE>

Tax Treatment to the Consultants

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The  Consultants,  therefore,  will be required for federal income
tax purposes to recognize  ordinary  income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,
or (b) the  shares  cease to be  subject to a  substantial  risk of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Consultants  will receive  compensation  taxable at ordinary  rates equal to the
fair  market  value of the shares on the date of receipt  since there will be no
substantial risk of forfeiture or other  restrictions on transfer.  If, however,
the  Consultants  receive  shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise,  the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The  Consultants  are urged to consult each of
their tax advisors on this matter.  Further, if any recipient is an "affiliate,"
Section  16(b) of the  Exchange Act is  applicable  and will affect the issue of
taxation.

Tax Treatment to Hartcourt

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance  with the  foregoing  discussion  will be an  expense  deductible  by
Hartcourt  for federal  income tax  purposes in the  taxable  year of  Hartcourt
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of Hartcourt  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to  Hartcourt.  Services  rendered  have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation  under Section 16(b) of the Exchange Act.  Hartcourt has agreed that
for the  purpose  of any  "profit"  computation  under  16(b) the price paid for
Hartcourt's Common Stock issued hereunder to affiliates is equal to the value of
services  rendered.  Shares of Hartcourt's  Common Stock  acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

                                       7

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         Hartcourt  hereby  incorporates  by reference  (i) its annual report on
Form 10-KSB for the year ended  December 31, 1999,  filed pursuant to Section 13
of the Exchange Act, (ii) any and all Quarterly  Reports and Current  Reports on
Forms  10-Q (or  10-QSB or 8-K)  filed  under the  Securities  or  Exchange  Act
subsequent to the filing of  Hartcourt's  Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended  December 31, 1999, as well as all other reports filed
under  Section 13 of the Exchange Act, and (iii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further documents filed by Hartcourt pursuant to Section 13, 14, or 15(d) of
the  Exchange  Act prior to the  termination  of this  offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed  to: The  Hartcourt  Companies  Inc.,  9800 South  Sepulveda
Blvd., Los Angeles, CA 90045, (562) 426-9796.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities  being  registered.  Mr. Weed is not an "affiliate" of Hartcourt.  He
does not currently own any shares of Hartcourt's common stock.

         The financial  statements of The Hartcourt Companies Inc.  incorporated
by reference in this  Prospectus  for the year ended December 31, 1999 have been
audited by BDO International,  independent certified public accountants,  as set
forth in their report  incorporated  herein by reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  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  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such

                                       8

<PAGE>

director,  officer or controlling person in connection with the securities being
registered, 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 is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

                                       9

<PAGE>

                                     PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which de-registers 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.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the fiscal year  covered by annual
          report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

Item 4.        Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

         Mr. Weed does not presently own any shares of Hartcourt's common stock.

Item 6.        Indemnification of Directors and Officers

         Article VII, Section 1 of Hartcourt's Bylaws limit the liability of any
officer or Director and permit Hartcourt to indemnify its directors and officers
as follows:

         No officer or Director shall be personally  liable for any  obligations
         of the corporation or for any duties or obligations  arising out of any
         acts or conduct of said officer or director  performed for or on behalf
         of the corporation. The corporation shall and does hereby indemnify and
         hold  harmless each person and his heirs and  administrators  who shall
         serve at any time hereafter as a Director or officer of the corporation
         from and against any and all claims, judgments and liabilities to which
         such persons shall become subject by reason of his having heretofore or
         hereafter been a Director or officer of the corporation or by reason of
         any  action  alleged  to have been  heretofore  or  hereafter  taken or
         omitted  to have been taken by him as such  Director  or  officer,  and
         shall  reimburse  each such person for all legal and all other expenses

                                       10

<PAGE>

         reasonably  incurred  by him in  connection  with  any  such  claim  or
         liability,  including  power to defend  such  person  from all suits or
         claims  as  provided  for  under the  provisions  of the Utah  Business
         corporation  Act;  provided,  however,  that no such  person  shall  be
         indemnified  against,  or be  reimbursed  for, any expense  incurred in
         connection  with  any  claim  or  liability  arising  out  of  his  own
         negligence  or willful  misconduct.  The rights  accruing to any person
         under the  foregoing  provisions  of this section shall not exclude any
         right to which he may lawfully be entitled,  nor shall anything  herein
         contained  restrict  the  right  of the  corporation  to  indemnify  or
         reimburse such person in any proper case, even though not  specifically
         herein  provided  for.  The  corporation,   its  directors,   officers,
         Consultants and agents shall be fully protected in taking any action or
         making any payment, or in refusing so to do in reliance upon the advice
         of counsel.

Item 7.        Exemption from Registration Claimed

         Not applicable.

Item 8.        Exhibits

               (a) The following exhibits are filed as part of this registration
          statement  pursuant to Item 601 of Regulation S-B and are specifically
          incorporated herein by this reference:

         Exhibit No.      Title
         -----------      ----------------------------------------------------
         5.               Opinion of Richard O.  Weed  regarding the legality of
                          the securities registered.

         10.1             Fee Agreement and Option Agreement with Tang Wai Leong

         10.2             Fee Agreement and Option Agreement with Thomas Kwok

         23.1             Consent   of  Richard  O.  Weed,  special  counsel  to
                          registrant, to the use of  his  opinion  with  respect
                          to the  legality  of the  securities  being registered
                          hereby and to the  references to him in the Prospectus
                          filed as a part hereof.

         23.2             Consent  of BDO International, independent auditors of
                          registrant.

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
               to:

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

               (ii) 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,  represents a fundamental

                                       11

<PAGE>

                    change  in the  information  set  forth in the  registration
                    statement;

               (iii)include any  material  information  with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs are  incorporated by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to 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.

          (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.

          (4)  To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14e-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               require to be presented by Article 3 of Regulation S-X is not set
               forth in the prospectus,  to deliver, or cause to be delivered to
               each person to whom the  prospectus is sent or given,  the latest
               quarterly  report that is specifically  incorporated by reference
               in the prospectus to provide such interim financial information.

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

                                       12

<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 Los Angeles,  State of  California  on the 5th day of
May, 2000.

                                        The Hartcourt Companies Inc.
                                        (Registrant)

                                        By:  /s/  Dr. Alan V. Phan
                                             ----------------------------------
                                                  Dr. Alan V. Phan, President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

     Signatures                        Title              Date
------------------------      ----------------------   -----------

/s/  Dr. Alan V. Phan         Director                 May 5, 2000
------------------------
     Dr. Alan V. Pha

/s/  Frederic Cohn            Director                 May 5, 2000
------------------------
     Frederic Cohn

/s/  Manu Ohri                Director and Principal   May 5, 2000
------------------------      Accounting Officer
     Manu Ohri

                                       13

<PAGE>

                         FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:

<TABLE>
<CAPTION>

      Exhibit
     Number in
   Registration                                                                                       Numbered
     Statement                                         Description                                      Page
---------------     -----------------------------------------------------------------------------     --------
<S>                 <C>                                                                               <C>

5.                  Opinion of Counsel                                                                   15
10.1                Fee Agreement and Option Agreement with Tang Wai Leong                               18
10.2                Fee Agreement and Option Agreement with Thomas Kwok                                  29
23.1                Consent of Richard O. Weed to Use of Opinion                                         40
23.2                Consent of BDO International                                                         41
</TABLE>

                                       14
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SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                          THE HARTCOURT COMPANIES INC.
             (Exact name of Registrant as specified in its charter)

                                      UTAH
         (State or other jurisdiction of incorporation or organization)

                                   87-0400541
                       (IRS Employer Identification No.)

          9800 South Sepulveda Blvd., Suite 818, Los Angeles, CA 90045
          (Address of Principal Executive Offices, including ZIP Code)

              Option Agreements with Tang Wai Leong and Thomas Kwok
                            (Full title of the plan)

 Dr. Alan V. Phan, 9800 South Sepulveda Blvd., Suite 818, Los Angeles, CA 90045
                     (Name and address of agent for service)

                                 (310) 410-7290
          (Telephone number, including area code, of agent for service)

                                       1
CALCULATION OF REGISTRATION FEE

                                                          Proposed              Proposed
                                                           Maximum               Maximum
                                 Amount of                Offering              Aggregate           Amount of
   Title of Securities            Shares                  Price Per             Offering          Registration
    to be Registered         to be Registered             Share(1)              Price(1)               Fee
------------------------     --------------------         ---------        --------------      ---------------
$.01 par value
Common Stock                              500,000           $5.50          $         2,750,000 $           726.00

$.01 par value
Common Stock                            2,000,000           $5.50          $        11,000,000 $         2,904.00

TOTALS                                  2,500,000            N/A           $        13,750,000 $         3,630.00
(1)      This  calculation  is made solely for the purposes of  determining
              the  registration fee pursuant to the provisions of Rule 457 under
              the  Securities Act and is calculated on the basis of the price at
              which the securities are to be offered to the public.

                                       2
PROSPECTUS

                          THE HARTCOURT COMPANIES INC.

          9800 South Sepulveda Blvd., Suite 818, Los Angeles, CA 90045
                                 (310) 410-7290

            2,500,000 SHARES OF COMMON STOCK UNDERLYING STOCK OPTIONS

         This  Prospectus  relates  to the  offer  and  sale  by  The  Hartcourt
Companies  Inc.,  a Utah  corporation  ("Hartcourt"),  of shares of its $.01 par
value per share  common stock (the "Common  Stock") to certain  consultants  and
advisors (the "Consultants")  pursuant to option agreements entered into between
the  Company  and the  Consultants  for  payment  of  services  to be  rendered.
Hartcourt is  registering  hereunder and then issuing,  upon receipt of adequate
consideration  therefor,  to the  Consultants  2,500,000  shares of Common Stock
underlying  certain stock options in consideration  for services to be performed
under the respective agreements.

         The Common Stock is not subject to any restriction on  transferability.
Recipients of shares other than persons who are "affiliates" of Hartcourt within
the  meaning of the  Securities  Act of 1933 (the "Act") may sell all or part of
the shares in any way permitted by law, including sales in the  over-the-counter
market at prices  prevailing at the time of such sale. Of the shares  registered
hereunder,  no shares are being  registered  to an  affiliate of  Hartcourt.  An
affiliate  is  summarily,   any  director,   executive  officer  or  controlling
shareholder  of  Hartcourt  or anyone of its  subsidiaries.  An  "affiliate"  of
Hartcourt is subject to Section 16(b) of the Securities Exchange Act of 1934, as
amended (the  "Exchange  Act").  If an Consultant  who is not now an "affiliate"
becomes an "affiliate" of the Hartcourt in the future,  he would then be subject
to Section 16(b) of the Exchange Act.

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

          THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED BY
          THE   SECURITIES   AND  EXCHANGE   COMMISSION  NOR  HAS  THE
          COMMISSION  PASSED  UPON THE  ACCURACY  OR  ADEQUACY OF THIS
          PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
          OFFENSE.

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

                   The date of this Prospectus is May 5, 2000

                                       3
This Prospectus is part of a Registration Statement which was filed and
became  effective under the Securities Act of 1933, as amended (the  "Securities
Act"), and does not contain all of the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations  promulgated  by the U.S.  Securities and Exchange  Commission  (the
"Commission")  under the Securities Act. The statements in this Prospectus as to
the contents of any contracts or other  documents  filed as an exhibit to either
the Registration Statement or other filings by Hartcourt with the Commission are
qualified in their entirety by the reference thereto.

         A copy of any  document or part  thereof  incorporated  by reference in
this Prospectus but not delivered herewith will be furnished without charge upon
written  or oral  request.  Requests  should  be  addressed  to:  The  Hartcourt
Companies  Inc.,  9800  South  Sepulveda  Blvd.,  Los  Angeles,  CA 90045  (562)
426-9796.

         Hartcourt is subject to the reporting  requirements of the Exchange Act
and in  accordance  therewith  files  reports  and  other  information  with the
Commission.  These  reports,  as  well  as  the  proxy  statements,  information
statements and other  information  filed by Hartcourt under the Exchange Act may
be inspected  and copied at the public  reference  facilities  maintained by the
Commission  at 450 Fifth  Street,  N.W.  Washington  D.C.  20549.  Copies may be
obtained  at the  prescribed  rates.  Hartcourt=s  stock has been  traded on the
over-the-counter  market  since 1994 and is  currently  reported by the National
Quotation Bureau Electronic Bulletin Board.

         No person has been  authorized to give any  information  or to make any
representation,  other than those contained in this Prospectus, and, if given or
made, such other information or representation must not be relied upon as having
been authorized by Hartcourt.  This Prospectus does not constitute an offer or a
solicitation  by anyone in any state in which such is not authorized or in which
the person  making such is not qualified or to any person to whom it is unlawful
to make an offer or solicitation.

         Neither the  delivery of this  Prospectus  nor any sale made  hereunder
shall, under any circumstances, create any implication that there has not been a
change in the affairs of Hartcourt since the date hereof.

                                       4
TABLE OF CONTENTS

Information Required in the Section 10(a) Prospectus ......................6

Item 1.  Plan Information..................................................6

         General Information...............................................6
                  The Company..............................................6
                  Purposes.................................................6
                  Common Stock.............................................6
                  The Consultants..........................................6
                  No Restrictions on Transfer..............................6
                  Tax Treatment to the Consultants.........................7
                  Tax Treatment to Hartcourt...............................7
                  Restrictions on Resales..................................7

Documents Incorporated by Reference and Additional Information.............8

Item 2.  Registrant Information and Employee Plan Annual Information.......8
                  Legal Opinion and Experts................................8
                  Indemnification of Officers and Directors................8

Information Required in the Registration Statement.........................10

Item 3.  Incorporation of Documents by Reference...........................10

Item 4.  Description of Securities.........................................10

Item 5.  Interests of Named Experts and Counsel............................10

Item 6.  Indemnification of Directors and Officers.........................10

Item 7.  Exemption from Registration Claimed...............................11

Item 8.  Exhibits .........................................................11

Item 9.  Undertakings......................................................11

Signatures ................................................................13

Exhibit Index .............................................................14

                                       5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

Item 1.        Plan Information

GENERAL INFORMATION

The Company

         Hartcourt has its principal  executive  offices at 9800 South Sepulveda
Blvd.,  Suite 818, Los Angeles,  CA 90045,  where its telephone  number is (310)
410-7290.

Purposes

         The Common Stock to be issued by Hartcourt to certain  Consultants will
be issued  pursuant to option  agreements  entered into between  Consultants and
Hartcourt,  which the agreements have been approved by the Board of Directors of
Hartcourt (the "Board of  Directors").  The agreements are intended to provide a
method  whereby  Hartcourt may be stimulated by the personal  involvement of the
Consultants in Hartcourt's future prosperity, thereby advancing the interests of
Hartcourt, and all of its shareholders.  Subject to the terms of the agreements,
the  Consultants  will have the right to exercise the option in whole or in part
until December 1, 2002.  Copies of the agreements have been filed as exhibits to
this Registration Statement.

Common Stock

         The Board has authorized the issuance of up to 2,500,000  shares of the
Common Stock to the  Consultants  and upon  effectiveness  of this  Registration
Statement.

The Consultants

         The  Consultants  have agreed to provide their  expertise and advice to
Hartcourt for the purposes set forth in their agreements with Hartcourt.

No Restrictions on Transfer

         The  Consultants  will become the record and  beneficial  owners of the
shares of Common Stock upon issuance and delivery and are entitled to all of the
rights of  ownership,  including  the right to vote any  shares  awarded  and to
receive ordinary cash dividends on the Common Stock.

                                       6
Tax Treatment to the Consultants

         The Common Stock is not qualified  under Section 401(a) of the Internal
Revenue Code. The  Consultants,  therefore,  will be required for federal income
tax purposes to recognize  ordinary  income during the taxable year in which the
first of the following events occurs: (a) the shares become freely transferable,
or (b) the  shares  cease to be  subject to a  substantial  risk of  forfeiture.
Accordingly,  absent  a  specific  contractual  provision  to the  contrary  the
Consultants  will receive  compensation  taxable at ordinary  rates equal to the
fair  market  value of the shares on the date of receipt  since there will be no
substantial risk of forfeiture or other  restrictions on transfer.  If, however,
the  Consultants  receive  shares of common stock pursuant to the exercise of an
option or options at an exercise price below the fair market value of the shares
on the date of exercise,  the difference between the exercise price and the fair
market value of the stock on the date of exercise will be deemed ordinary income
for federal income tax purposes.  The  Consultants  are urged to consult each of
their tax advisors on this matter.  Further, if any recipient is an "affiliate,"
Section  16(b) of the  Exchange Act is  applicable  and will affect the issue of
taxation.

Tax Treatment to Hartcourt

         The  amount  of  income  recognized  by  any  recipient   hereunder  in
accordance  with the  foregoing  discussion  will be an  expense  deductible  by
Hartcourt  for federal  income tax  purposes in the  taxable  year of  Hartcourt
during which the recipient recognizes income.

Restrictions on Resales

         In the event that an affiliate of Hartcourt  acquires  shares of Common
Stock hereunder,  the affiliate will be subject to Section 16(b) of the Exchange
Act.  Further,  in the event that any affiliate  acquiring  shares hereunder has
sold or sells  any  shares  of  Common  Stock  in the six  months  preceding  or
following the receipt of shares hereunder,  any so called "profit",  as computed
under Section 16(b) of the Exchange Act,  would be required to be disgorged from
the recipient to  Hartcourt.  Services  rendered  have been  recognized as valid
consideration  for the  "purchase"  of shares in  connection  with the  "profit"
computation  under Section 16(b) of the Exchange Act.  Hartcourt has agreed that
for the  purpose  of any  "profit"  computation  under  16(b) the price paid for
Hartcourt's Common Stock issued hereunder to affiliates is equal to the value of
services  rendered.  Shares of Hartcourt's  Common Stock  acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

                                       7
DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

         Hartcourt  hereby  incorporates  by reference  (i) its annual report on
Form 10-KSB for the year ended  December 31, 1999,  filed pursuant to Section 13
of the Exchange Act, (ii) any and all Quarterly  Reports and Current  Reports on
Forms  10-Q (or  10-QSB or 8-K)  filed  under the  Securities  or  Exchange  Act
subsequent to the filing of  Hartcourt's  Annual Report on Form 10-K (or 10-KSB)
for the fiscal year ended  December 31, 1999, as well as all other reports filed
under  Section 13 of the Exchange Act, and (iii) its annual  report,  if any, to
shareholders  delivered pursuant to Rule 14a-3 of the Exchange Act. In addition,
all further documents filed by Hartcourt pursuant to Section 13, 14, or 15(d) of
the  Exchange  Act prior to the  termination  of this  offering are deemed to be
incorporated  by reference into this Prospectus and to be a part hereof from the
date of filing.  All documents which when together,  constitute this Prospectus,
will be sent or given to  participants  by the  Registrant  as specified by Rule
428(b)(1) of the Securities Act.

Item 2.           Registrant Information and Employee Plan Annual Information

         A copy of any  document or part  thereof  incorporated  by reference in
this  Registration  Statement  but not  delivered  with this  Prospectus  or any
document  required to be delivered  pursuant to Rule 428(b) under the Securities
Act will be  furnished  without  charge upon written or oral  request.  Requests
should be addressed  to: The  Hartcourt  Companies  Inc.,  9800 South  Sepulveda
Blvd., Los Angeles, CA 90045, (562) 426-9796.

Legal Opinion and Experts

         Richard  O.  Weed  has  rendered  an  opinion  on the  validity  of the
securities  being  registered.  Mr. Weed is not an "affiliate" of Hartcourt.  He
does not currently own any shares of Hartcourt's common stock.

         The financial  statements of The Hartcourt Companies Inc.  incorporated
by reference in this  Prospectus  for the year ended December 31, 1999 have been
audited by BDO International,  independent certified public accountants,  as set
forth in their report  incorporated  herein by reference,  and are  incorporated
herein in reliance  upon such report  given upon the  authority  of said firm as
experts in auditing and accounting.

Indemnification of Officers and Directors

         Insofar as indemnification for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  and  controlling  persons  of
registrant pursuant to the foregoing  provisions,  or otherwise,  registrant has
been advised that in the opinion of the Securities and Exchange  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  registrant  of expenses
incurred or paid by a director,  officer or controlling  person of registrant in
the  successful  defense of any action,  suit or proceeding) is asserted by such

                                       8
director,  officer or controlling person in connection with the securities being
registered, 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 is against public policy
as expressed in the Act and will be governed by the final  adjudication  of such
issue.

                                       9
PART II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.           Incorporation of Documents by Reference

         Registrant  hereby  states  that  (i) all  documents  set  forth in (a)
through  (c),  below,  are  incorporated  by  reference  in  this   registration
statement,  and (ii) all documents  subsequently filed by registrant pursuant to
Section 13(a),  13(c),  14 and 15(d) of the Securities  Exchange Act of 1934, as
amended, prior to the filing of a post-effective  amendment which indicates that
all securities  offered have been sold or which de-registers 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.

               (a) Registrant's latest Annual Report,  whether filed pursuant to
          Section 13(a) or 15(d) of the Exchange Act;

               (b) All other reports filed pursuant to Section 13(a) or 15(d) of
          the  Exchange  Act since the end of the fiscal year  covered by annual
          report referred to in (a), above; and

               (c) The latest prospectus filed pursuant to Rule 424(b) under the
          Securities Act.

Item 4.        Description of Securities

         No  description  of the class of  securities  (i.e.  the $.01 par value
Common Stock) is required under this item because the Common Stock is registered
under Section 12 of the Exchange Act.

Item 5.        Interests of Named Experts and Counsel

         Mr. Weed does not presently own any shares of Hartcourt's common stock.

Item 6.        Indemnification of Directors and Officers

         Article VII, Section 1 of Hartcourt's Bylaws limit the liability of any
officer or Director and permit Hartcourt to indemnify its directors and officers
as follows:

         No officer or Director shall be personally  liable for any  obligations
         of the corporation or for any duties or obligations  arising out of any
         acts or conduct of said officer or director  performed for or on behalf
         of the corporation. The corporation shall and does hereby indemnify and
         hold  harmless each person and his heirs and  administrators  who shall
         serve at any time hereafter as a Director or officer of the corporation
         from and against any and all claims, judgments and liabilities to which
         such persons shall become subject by reason of his having heretofore or
         hereafter been a Director or officer of the corporation or by reason of
         any  action  alleged  to have been  heretofore  or  hereafter  taken or
         omitted  to have been taken by him as such  Director  or  officer,  and
         shall  reimburse  each such person for all legal and all other expenses

                                       10
reasonably  incurred  by him in  connection  with  any  such  claim  or
         liability,  including  power to defend  such  person  from all suits or
         claims  as  provided  for  under the  provisions  of the Utah  Business
         corporation  Act;  provided,  however,  that no such  person  shall  be
         indemnified  against,  or be  reimbursed  for, any expense  incurred in
         connection  with  any  claim  or  liability  arising  out  of  his  own
         negligence  or willful  misconduct.  The rights  accruing to any person
         under the  foregoing  provisions  of this section shall not exclude any
         right to which he may lawfully be entitled,  nor shall anything  herein
         contained  restrict  the  right  of the  corporation  to  indemnify  or
         reimburse such person in any proper case, even though not  specifically
         herein  provided  for.  The  corporation,   its  directors,   officers,
         Consultants and agents shall be fully protected in taking any action or
         making any payment, or in refusing so to do in reliance upon the advice
         of counsel.

Item 7.        Exemption from Registration Claimed

         Not applicable.

Item 8.        Exhibits

               (a) The following exhibits are filed as part of this registration
          statement  pursuant to Item 601 of Regulation S-B and are specifically
          incorporated herein by this reference:

         Exhibit No.      Title
         -----------      ----------------------------------------------------
         5.               Opinion of Richard O.  Weed  regarding the legality of
                          the securities registered.

         10.1             Fee Agreement and Option Agreement with Tang Wai Leong

         10.2             Fee Agreement and Option Agreement with Thomas Kwok

         23.1             Consent   of  Richard  O.  Weed,  special  counsel  to
                          registrant, to the use of  his  opinion  with  respect
                          to the  legality  of the  securities  being registered
                          hereby and to the  references to him in the Prospectus
                          filed as a part hereof.

         23.2             Consent  of BDO International, independent auditors of
                          registrant.

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
               to:

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

               (ii) 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,  represents a fundamental

                                       11
change  in the  information  set  forth in the  registration
                    statement;

               (iii)include any  material  information  with respect to the plan
                    of distribution not previously disclosed in the registration
                    statement or any material change to such  information in the
                    registration statement;

               provided, however, paragraphs (i) and (ii) shall not apply if the
               information required to be included in a post-effective amendment
               by those  paragraphs are  incorporated by reference from periodic
               reports filed by the registrant  small business  issuer under the
               Exchange Act.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act, each post-effective amendment to 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.

          (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.

          (4)  To deliver or cause to be delivered with the prospectus,  to each
               person to whom the prospectus is sent or given, the latest annual
               report to security  holders that is  incorporated by reference in
               the  prospectus  and  furnished   pursuant  to  and  meeting  the
               requirements  of Rule  14a-3 or Rule 14e-3  under the  Securities
               Exchange Act of 1934;  and, where interim  financial  information
               require to be presented by Article 3 of Regulation S-X is not set
               forth in the prospectus,  to deliver, or cause to be delivered to
               each person to whom the  prospectus is sent or given,  the latest
               quarterly  report that is specifically  incorporated by reference
               in the prospectus to provide such interim financial information.

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

                                       12
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 Los Angeles,  State of  California  on the 5th day of
May, 2000.

                                        The Hartcourt Companies Inc.
                                        (Registrant)

                                        By:  /s/  Dr. Alan V. Phan
                                             ----------------------------------
                                                  Dr. Alan V. Phan, President

         Pursuant  to  the  requirements  of the  1933  Act,  this  registration
statement  or  amendment  has  been  signed  by  the  following  persons  in the
capacities and on the dates indicated:

     Signatures                        Title              Date
------------------------      ----------------------   -----------

/s/  Dr. Alan V. Phan         Director                 May 5, 2000
------------------------
     Dr. Alan V. Pha

/s/  Frederic Cohn            Director                 May 5, 2000
------------------------
     Frederic Cohn

/s/  Manu Ohri                Director and Principal   May 5, 2000
------------------------      Accounting Officer
     Manu Ohri

                                       13
FORM S-8 REGISTRATION STATEMENT

                                  EXHIBIT INDEX

         The following Exhibits are filed as part of this registration statement
pursuant to Item 601 of Regulation S-B and are specifically  incorporated herein
by this reference:
Exhibit
     Number in
   Registration                                                                                       Numbered
     Statement                                         Description                                      Page
---------------     -----------------------------------------------------------------------------     --------
5.                  Opinion of Counsel                                                                   15
10.1                Fee Agreement and Option Agreement with Tang Wai Leong                               18
10.2                Fee Agreement and Option Agreement with Thomas Kwok                                  29
23.1                Consent of Richard O. Weed to Use of Opinion                                         40
23.2                Consent of BDO International                                                         41
14