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                                            87-0400541
(State or other jurisdiction of                 IRS Employer Identification No.)
incorporation  or organization)

                    1196 E. Willow St., Long Beach, CA 90806
          (Address of Principal Executive Offices, including ZIP Code)


        Consulting Fee Agreements with Fred G. Luke, dba NuVen Advisors
                                and Archer & Weed

                            (Full title of the plan)


     Dr. Alan V. Phan, 1196 E. Willow St, Long Beach, CA 90806
                     (Name and address of agent for service)

                                  (562)426-9796
          (Telephone number, including area code, of agent for service)


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<PAGE>

                         CALCULATION OF REGISTRATION FEE



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

$.001 par value
Common Stock                      250,000       $7.06          $   1,765,000 $      490.67
---------------------- ------------------  ------------------ -------------- -------------

$.001 par value
Common Stock                       10,000        $7.06         $      70,600 $       19.63
---------------------- ------------------  ------------------ -------------- -------------

TOTALS                            260,000         N/A          $   1,835,000 $      510.30
---------------------- ------------------  ------------------ -------------- -------------
</TABLE>





     (1) This  calculation  is made solely for the purposes of  determining  the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is calculated on the basis of either (a) the average of the high and low
prices per share of the Common  Stock as of a date  within  five  business  days
prior to the filing of this Registration Statement.



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<PAGE>

                                   PROSPECTUS

                          THE HARTCOURT COMPANIES INC.
                               1196 E. Willow St.
                              Long Beach, CA 90806
                                 (562) 426-9796

                         260,000 SHARES OF COMMON STOCK


     This  Prospectus  relates to the offer and sale by The Hartcourt  Companies
Inc., a Utah corporation  (the "Company"),  of shares of its $.001 par value per
share common stock (the "Common Stock") to certain consultants and advisors (the
"Consultants")  pursuant  to  consulting  agreements  entered  into  between the
Company and the  Consultants  for payment of services  rendered.  The Company is
registering hereunder and then issuing,  upon receipt of adequate  consideration
therefor, to the Consultants 260,000 shares of Common Stock 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 the Company
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, 250,000 shares are being registered to an affiliate
of the Company.  An affiliate is summarily,  any director,  executive officer or
controlling  shareholder  of the  Company  or  anyone  of its  subsidiaries.  An
"affiliate"  of the  Company  is  subject  to  Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").


             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 November 30, 1999


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<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 the Company 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., 1196 E. Willow St., Long Beach, CA 90806 (562) 426-9796.

     The Company 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 the Company 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.  The Company=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 the Company.  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 the Company since the date hereof.

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                                        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............................6
                   Tax Treatment to the Company................................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.............................9

Item 3.  Incorporation of Documents by Reference...............................9

Item 4.  Description of Securities.............................................9

Item 5.  Interests of Named Experts and Counsel................................9

Item 6.  Indemnification of Directors and Officers.............................9

Item 7.  Exemption from Registration Claimed..................................10

Item 8.  Exhibits.............................................................10

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

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

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

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<PAGE>

                                     PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS



                            Item 1. Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal executive offices at 1196 E. Willow St., Long
Beach, CA 90806,where its telephone number is (462) 426-9796.

Purposes

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

Common Stock

     The Board has authorized the issuance of up to 260,000 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 the
Company for the purposes set forth in their agreements with the Company.

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.

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,

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                                        6

<PAGE>

     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 the Company

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

     In the event that an  affiliate  of the Company  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 the Company.  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. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
Company=s  Common Stock issued  hereunder to affiliates is equal to the value of
services  rendered.  Shares of the Company=s Common Stock acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

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                                        7

<PAGE>

                       DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION



     The Company hereby  incorporates by reference (i) its annual report on Form
10-KSB for the year ended December 31, 1998, 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 the  Company=s  Annual  Report on Form 10-K (or  10-KSB)  for the
fiscal year ended  December 31, 1998,  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 the Company 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., 1196 E. Willow St., Long Beach, CA
90806, (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 the Company.  He does not
currently own any shares of the Company's  common stock, but will receive 10,000
shares upon the effectiveness of this registration statement.

     The financial  statements of The Hartcourt  Companies Inc.  incorporated by
reference  in this  Prospectus  for the year ended  December  31, 1998 have been
audited by Harlan & Boettger, LLP, 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, or persons controlling the Company, the
Company  has  been  informed  that  in  the  opinion  of  the  Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
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<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 $.001 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 the Company's  common stock,
but will obtain 10,000 shares upon effectiveness of this registration statement.

Item 6. Indemnification of Directors and Officers

     Article VII,  Section 1 of the Company=s  Bylaws limit the liability of any
officer or  Director  and permit the  Company 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  reasonably  incurred  by him in  connection  with  any  such  claim or
liability,
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<PAGE>

     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

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed  regarding  the  legality
                              of the  securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.  Advisory Agreement with Fred G. Luke dba NuVen
                              Advisors, Inc. by reference from previous filing
                              made March 22, 1999
                          B.  Fee Agreement with Archer & Weed incorporated by
                              reference from previous filing made
                              March 22, 1999.
                          C.  Statement of Account from Fred G. Luke
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.

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                                       10

<PAGE>

         Exhibit No. Title

          24.1           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.
          24.2           Consent of Harlan & Boettger, LLP
          25.            Not applicable.
          26.            Not applicable.
          27.            Not applicable.
          28.            Not applicable.
          29.            Not applicable.

Item 9. Undertakings

     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
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.

     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 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.

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                                       11
<PAGE>


     (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.

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<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 Long Beach,  State of  California  on the 30th day of
November, 1999.
                                                    The Hartcourt Companies Inc.
                                                    (Registrant)

                                                    By: /s/ 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 per ons in the  capacities  and on
the dates indicated:


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

 /s/ Alan V. Phan                      Director             November 30, 1999
Dr. Alan V. Phan


 /s/ Fred G. Luke                      Director             November 30, 1999
Fred G. Luke


 /s/ Jon L. Lawver                     Director             November 30, 1999
Jon L. Lawver



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<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:

  Exhibit
 Number in
Registration
 Statement        Description                                            Page

5.                Opinion of Counsel                                       15

10.C              Statement of Account from Fred G. Luke                   18

24.1              Consent of Richard O. Weed to Use of Opinion             19

24.2              Consent of Harlan & Boettger, LLP                        20



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                                       14

<PAGE>



                                   EXHIBIT 5.

                               OPINION OF COUNSEL



                                WEED & CO., L.P.

      4695 MacARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087


WRITER=S DIRECT NUMBER
      (949) 475-9086



                                                 November 30, 1999


Board of Directors
The Hartcourt Companies Inc.
1196 E. Willow St.
Long Beach, CA 90806

         Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

     I have acted as a special  counsel for The Hartcourt  Companies Inc. a Utah
corporation  (the  "Company") in connection with the preparation and filing with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933,  as amended,  (the "Act") of a  registration  statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of 260,000 shares
of Common  Stock,  $.001 par value (the "Common  Stock") to  Consultants  of the
Company,  in consideration for services  performed and to be performed on behalf
of the  Company  under the terms  and  conditions  of  certain  agreements  (the
"Agreements").

     As special counsel for the Company,  I have examined the Company=s articles
of incorporation,  bylaws, minute book, and certain other corporate records. For
the  purpose  of  the  opinions  expressed  below,  I  have  also  examined  the
Registration  Statement on Form S-8 to be filed with the Securities and Exchange
Commission  under the  Securities  Act of 1933, as amended,  covering the Common
Stock in this offering.



                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       15
<PAGE>

The Hartcourt Companies Inc.
November 22, 1999

Page 2

     In arriving at the  opinions set forth  below,  I have  examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

     My opinions  are  qualified  in all  respects by the scope of the  document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

     In rendering this opinion, I have assumed,  without independently verifying
such assumptions,  and this opinion is based and conditioned upon the following:
(i)  the  genuineness  of  the  signatures  on  and  the  enforceability  of all
instruments, documents and agreements examined by me and the authenticity of all
documents  furnished for my  examination  as originals and the conformity to the
original  documents of all  documents  furnished to me as copies;  (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the  documents  received  from  the  State of  Utah;  and (vi) The  Hartcourt
Companies  Inc.  will be  operated in  accordance  with the terms of its charter
documents and the laws of the State of Utah and the terms of the  instruments or
documents referred to above.

     Based upon the foregoing, I am of the opinion that:

     1. The  Company  has been duly  incorporated  and is validly  existing as a
corporation  in  good  standing  under  the  laws  of the  State  of  Utah,  the
jurisdiction of its incorporation.

     2. The terms and provisions of the Common Stock conform to the  description
thereof  contained  in the  Registration  Statement,  and the form of the  stock
certificates  used to evidence  the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.

     3. Based upon the foregoing,  I am of the opinion that the issuance and the
sale of the shares of Common  Stock in this  offering  has been duly and validly
authorized,  and  subject  to  compliance  with the  provisions  of the  written
agreements,  the  Common  Stock  issuable  under  the  Agreements  will  be duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       16
<PAGE>

The Hartcourt Companies Inc.
November 22, 1999

Page 3

     I am  admitted  to  practice  in the State of  California  and the State of
Texas. I am not admitted to practice in Utah, the state of  incorporation of the
Company, or in any other jurisdictions other than California and Texas, in which
the Company may own property or transact  business.  My opinions herein are with
respect to federal law only and, to the extent my opinions  are derived from the
laws of other  jurisdictions,  are based  upon an  examination  of all  relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

     This  opinion  is  limited to  matters  existing  as of this  date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.


                                        Very truly yours,


                                        /s/ Richard O. Weed
                                        Richard O. Weed


                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       17

<PAGE>

                                  EXHIBIT 10.C
                     Statement of Account from Fred G. Luke

                       NuVEN ADVISORS LIMITED PARTNERSHIP
                        4001 So. Decatur Blvd., Suite 399
                             Las Vegas, Nevada 89103


                                October 14, 1999






The Hartcourt Companies, Inc.
1196 E. Willow Street
Long Beach, CA 90701

         RE:      Advisory Agreement dated February 8, 1999,
                  as amended (the "Advisory Agreement")

Gentlemen:

     This letter shall serve as a statement of fees owed through the date hereof
totaling  $250,000  for  services  provided  to The  Hartcourt  Companies,  Inc.
("Hartcourt")  by  Fred G.  Luke  through  NuVen  Advisors  Limited  Partnership
("NuVen") pursuant to the Advisory Agreement.

     As provided under the Advisory Agreement, the undersigned elects to receive
     shares of Hartcourt  common  stock,  based on today's  closing bid price of
approximately $1.00 per share.

                                   Sincerely,


                                   /s/ Fred G. Luke
                                   Fred G. Luke




                                     - 18 -
<PAGE>

                                  EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION



                                WEED & CO., L.P.


      4695 MacARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

WRITER=S DIRECT NUMBER
(949) 475-9086

                                November 30, 1999


Board of Directors
The Hartcourt Companies Inc.
1196 E. Willow St.
Long Beach, CA 90806

         Re:  Form S-8

Gentlemen:

     I hereby consent to the filing of my opinion dated even date herewith as an
Exhibit  to the Form S-8  Registration  Statement  to be filed by The  Hartcourt
Companies Inc.

     I further  consent to the  reference to me and my opinion under the caption
"Legal Opinion and Experts" in the Prospectus.

                                    Very truly yours,

                                    /s/ Richard O. Weed
                                    Richard O. Weed


                                     - 19 -

<PAGE>

                                  EXHIBIT 24.2

                         CONSENT OF INDEPENDENT AUDITORS



     We consent to the incorporation by reference in this Registration Statement
of The  Hartcourt  Companies  Inc.  Form S-8 of our report  dated March 6, 1999,
appearing in the Annual  Report on Form 10-KSB of The Hartcourt  Companies  Inc.
for the year ended  December  31,  1998,  and to the  reference  to us under the
heading  "Experts"  in  the  Prospectus  which  is  part  of  this  Registration
Statement.

   /s/ Harlan & Boettger, LLP
      Harlan & Boettger, LLP

San Diego, California
November 29, 1999






                                     - 20 -

<PAGE>
[{"type": "S-8", "sequence": "1", "description": "REGISRATION STATEMENT ON FORM S-8", "secsgml_size_bytes": 41624}]
{"company-data": {"conformed-name": "HARTCOURT COMPANIES INC", "cik": "0000949427", "assigned-sic": "3950", "irs-number": "870400541", "state-of-incorporation": "UT", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-92101", "film-number": "99768860"}, "business-address": {"street1": "1196 EAST WILLOW STREET", "city": "LONG BEACH", "state": "CA", "zip": "91730", "phone": "5624269796"}, "mail-address": {"street1": "1196 EAST WILLOW STREET", "city": "LONG BEACH", "state": "CA", "zip": "91730"}}
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                                            87-0400541
(State or other jurisdiction of                 IRS Employer Identification No.)
incorporation  or organization)

                    1196 E. Willow St., Long Beach, CA 90806
          (Address of Principal Executive Offices, including ZIP Code)

        Consulting Fee Agreements with Fred G. Luke, dba NuVen Advisors
                                and Archer & Weed

                            (Full title of the plan)

     Dr. Alan V. Phan, 1196 E. Willow St, Long Beach, CA 90806
                     (Name and address of agent for service)

                                  (562)426-9796
          (Telephone number, including area code, of agent for service)

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        1
CALCULATION OF REGISTRATION FEE
Proposed
                                               Proposed            Maximum
                                               Maximum            Aggregate    Amount of
Title of Securities    Amount of Shares        Offering           Offering    Registration
 to be Registered      to be Registered    Price Per Share(1)     Price(1)        Fee
---------------------- ------------------  ------------------ -------------- -------------

$.001 par value
Common Stock                      250,000       $7.06          $   1,765,000 $      490.67
---------------------- ------------------  ------------------ -------------- -------------

$.001 par value
Common Stock                       10,000        $7.06         $      70,600 $       19.63
---------------------- ------------------  ------------------ -------------- -------------

TOTALS                            260,000         N/A          $   1,835,000 $      510.30
---------------------- ------------------  ------------------ -------------- -------------
(1) This  calculation  is made solely for the purposes of  determining  the
registration  fee pursuant to the provisions of Rule 457(h) under the Securities
Act and is calculated on the basis of either (a) the average of the high and low
prices per share of the Common  Stock as of a date  within  five  business  days
prior to the filing of this Registration Statement.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        2
PROSPECTUS

                          THE HARTCOURT COMPANIES INC.
                               1196 E. Willow St.
                              Long Beach, CA 90806
                                 (562) 426-9796

                         260,000 SHARES OF COMMON STOCK

     This  Prospectus  relates to the offer and sale by The Hartcourt  Companies
Inc., a Utah corporation  (the "Company"),  of shares of its $.001 par value per
share common stock (the "Common Stock") to certain consultants and advisors (the
"Consultants")  pursuant  to  consulting  agreements  entered  into  between the
Company and the  Consultants  for payment of services  rendered.  The Company is
registering hereunder and then issuing,  upon receipt of adequate  consideration
therefor, to the Consultants 260,000 shares of Common Stock 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 the Company
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, 250,000 shares are being registered to an affiliate
of the Company.  An affiliate is summarily,  any director,  executive officer or
controlling  shareholder  of the  Company  or  anyone  of its  subsidiaries.  An
"affiliate"  of the  Company  is  subject  to  Section  16(b) of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act"). If an Employee who is not
now an "affiliate" becomes an "affiliate" of the Company in the future, he would
then be subject to Section 16(b) of the Exchange Act. (See "General  Information
- Restrictions on Resales").

             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 November 30, 1999

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        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 the Company 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., 1196 E. Willow St., Long Beach, CA 90806 (562) 426-9796.

     The Company 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 the Company 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.  The Company=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 the Company.  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 the Company since the date hereof.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        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............................6
                   Tax Treatment to the Company................................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.............................9

Item 3.  Incorporation of Documents by Reference...............................9

Item 4.  Description of Securities.............................................9

Item 5.  Interests of Named Experts and Counsel................................9

Item 6.  Indemnification of Directors and Officers.............................9

Item 7.  Exemption from Registration Claimed..................................10

Item 8.  Exhibits.............................................................10

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

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

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

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        5
PART I

                    INFORMATION REQUIRED IN THE SECTION 10(a)

                                   PROSPECTUS

                            Item 1. Plan Information

GENERAL INFORMATION

The Company

     The Company has its principal executive offices at 1196 E. Willow St., Long
Beach, CA 90806,where its telephone number is (462) 426-9796.

Purposes

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

Common Stock

     The Board has authorized the issuance of up to 260,000 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 the
Company for the purposes set forth in their agreements with the Company.

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.

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,

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        6
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 the Company

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

     In the event that an  affiliate  of the Company  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 the Company.  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. The Company has agreed that
for the purpose of any "profit"  computation  under 16(b) the price paid for the
Company=s  Common Stock issued  hereunder to affiliates is equal to the value of
services  rendered.  Shares of the Company=s Common Stock acquired  hereunder by
persons other than  affiliates  are not subject to Section 16(b) of the Exchange
Act.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        7
DOCUMENTS INCORPORATED BY REFERENCE
                                       AND
                             ADDITIONAL INFORMATION

     The Company hereby  incorporates by reference (i) its annual report on Form
10-KSB for the year ended December 31, 1998, 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 the  Company=s  Annual  Report on Form 10-K (or  10-KSB)  for the
fiscal year ended  December 31, 1998,  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 the Company 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., 1196 E. Willow St., Long Beach, CA
90806, (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 the Company.  He does not
currently own any shares of the Company's  common stock, but will receive 10,000
shares upon the effectiveness of this registration statement.

     The financial  statements of The Hartcourt  Companies Inc.  incorporated by
reference  in this  Prospectus  for the year ended  December  31, 1998 have been
audited by Harlan & Boettger, LLP, 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, or persons controlling the Company, the
Company  has  been  informed  that  in  the  opinion  of  the  Commission   such
indemnification  is against public policy as expressed in the Securities Act and
is, therefore, unenforceable.
                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        8
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 $.001 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 the Company's  common stock,
but will obtain 10,000 shares upon effectiveness of this registration statement.

Item 6. Indemnification of Directors and Officers

     Article VII,  Section 1 of the Company=s  Bylaws limit the liability of any
officer or  Director  and permit the  Company 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  reasonably  incurred  by him in  connection  with  any  such  claim or
liability,
                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                        9
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

         1.               Not required.
         2.               Not required.
         3.               Not required.
         4.               Not applicable.
         5.               Opinion of Richard O. Weed  regarding  the  legality
                              of the  securities registered.
         6.               Not required.
         7.               Not required.
         8.               Not required.
         9.               Not required.
         10.              A.  Advisory Agreement with Fred G. Luke dba NuVen
                              Advisors, Inc. by reference from previous filing
                              made March 22, 1999
                          B.  Fee Agreement with Archer & Weed incorporated by
                              reference from previous filing made
                              March 22, 1999.
                          C.  Statement of Account from Fred G. Luke
         11.              Not required.
         12.              Not required.
         13.              Not required.
         14.              Not required.
         15.              Not required.
         16.              Not required.
         17.              Not required.
         18.              Not required.
         19.              Not required.
         20.              Not required.
         21.              Not required.
         22.              Not required.
         23.              Not required.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       10
Exhibit No. Title

          24.1           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.
          24.2           Consent of Harlan & Boettger, LLP
          25.            Not applicable.
          26.            Not applicable.
          27.            Not applicable.
          28.            Not applicable.
          29.            Not applicable.

Item 9. Undertakings

     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
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.

     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 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.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       11
(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.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       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 Long Beach,  State of  California  on the 30th day of
November, 1999.
                                                    The Hartcourt Companies Inc.
                                                    (Registrant)

                                                    By: /s/ 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 per ons in the  capacities  and on
the dates indicated:

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

 /s/ Alan V. Phan                      Director             November 30, 1999
Dr. Alan V. Phan

 /s/ Fred G. Luke                      Director             November 30, 1999
Fred G. Luke

 /s/ Jon L. Lawver                     Director             November 30, 1999
Jon L. Lawver

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       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
 Statement        Description                                            Page

5.                Opinion of Counsel                                       15

10.C              Statement of Account from Fred G. Luke                   18

24.1              Consent of Richard O. Weed to Use of Opinion             19

24.2              Consent of Harlan & Boettger, LLP                        20

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       14
EXHIBIT 5.

                               OPINION OF COUNSEL

                                WEED & CO., L.P.

      4695 MacARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

WRITER=S DIRECT NUMBER
      (949) 475-9086

                                                 November 30, 1999

Board of Directors
The Hartcourt Companies Inc.
1196 E. Willow St.
Long Beach, CA 90806

         Re:  Form S-8 Registration Statement Opinion of Counsel

Gentlemen:

     I have acted as a special  counsel for The Hartcourt  Companies Inc. a Utah
corporation  (the  "Company") in connection with the preparation and filing with
the Securities and Exchange  Commission (the "Commission")  under the Securities
Act of 1933,  as amended,  (the "Act") of a  registration  statement on Form S-8
(the "Registration Statement"), relating to the offer and sale of 260,000 shares
of Common  Stock,  $.001 par value (the "Common  Stock") to  Consultants  of the
Company,  in consideration for services  performed and to be performed on behalf
of the  Company  under the terms  and  conditions  of  certain  agreements  (the
"Agreements").

     As special counsel for the Company,  I have examined the Company=s articles
of incorporation,  bylaws, minute book, and certain other corporate records. For
the  purpose  of  the  opinions  expressed  below,  I  have  also  examined  the
Registration  Statement on Form S-8 to be filed with the Securities and Exchange
Commission  under the  Securities  Act of 1933, as amended,  covering the Common
Stock in this offering.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       15
The Hartcourt Companies Inc.
November 22, 1999

Page 2

     In arriving at the  opinions set forth  below,  I have  examined and relied
upon originals or copies,  certified or otherwise identified to my satisfaction,
of corporate  records  (including the Registration  Statement with its exhibits)
provided by the officers of the Company. I have made such  investigations of law
as I have considered necessary or appropriate as a basis for my opinions.

     My opinions  are  qualified  in all  respects by the scope of the  document
examination  and  I  make  no   representation  as  to  the  sufficiency  of  my
investigation  for your  purpose.  I have not made any document  examination  or
rendered any other advice other than as described herein and I at all times have
assumed  and  relied  upon  the  truth  and  completeness  of  the  information,
statements and representations  which have been given by the Company to me. I do
not express any opinion with respect to the completeness,  adequacy, accuracy or
any other aspect of the financial  statements  incorporated  by reference in the
Registration Statement.

     In rendering this opinion, I have assumed,  without independently verifying
such assumptions,  and this opinion is based and conditioned upon the following:
(i)  the  genuineness  of  the  signatures  on  and  the  enforceability  of all
instruments, documents and agreements examined by me and the authenticity of all
documents  furnished for my  examination  as originals and the conformity to the
original  documents of all  documents  furnished to me as copies;  (ii) where an
executed document has been presented to me for my review, that such document has
been duly  executed on or as of the date stated and that  execution and delivery
was  duly  authorized  on the part of the  parties  thereto;  (iii)  each of the
foregoing  certificates,   instruments  and  documents  being  duly  authorized,
executed and delivered by or on behalf of all the  respective  parties  thereto,
and such  instruments  and documents being legal,  valid binding  obligations of
such parties; (iv) the truth and accuracy of representations and statements made
in the  documents  received  from  the  State of  Utah;  and (vi) The  Hartcourt
Companies  Inc.  will be  operated in  accordance  with the terms of its charter
documents and the laws of the State of Utah and the terms of the  instruments or
documents referred to above.

     Based upon the foregoing, I am of the opinion that:

     1. The  Company  has been duly  incorporated  and is validly  existing as a
corporation  in  good  standing  under  the  laws  of the  State  of  Utah,  the
jurisdiction of its incorporation.

     2. The terms and provisions of the Common Stock conform to the  description
thereof  contained  in the  Registration  Statement,  and the form of the  stock
certificates  used to evidence  the Common Stock are in good and proper form and
no stockholder is entitled to preemptive rights to subscribe for or purchase any
of the Common Stock.

     3. Based upon the foregoing,  I am of the opinion that the issuance and the
sale of the shares of Common  Stock in this  offering  has been duly and validly
authorized,  and  subject  to  compliance  with the  provisions  of the  written
agreements,  the  Common  Stock  issuable  under  the  Agreements  will  be duly
authorized and validly issued as fully paid and non-assessable  shares of Common
Stock.

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       16
The Hartcourt Companies Inc.
November 22, 1999

Page 3

     I am  admitted  to  practice  in the State of  California  and the State of
Texas. I am not admitted to practice in Utah, the state of  incorporation of the
Company, or in any other jurisdictions other than California and Texas, in which
the Company may own property or transact  business.  My opinions herein are with
respect to federal law only and, to the extent my opinions  are derived from the
laws of other  jurisdictions,  are based  upon an  examination  of all  relevant
authorities and the documents  referenced herein and are believed to be correct.
However,  except for pending  litigation or claims matters,  I have not directly
obtained legal opinions as to such matters from attorneys licensed in such other
jurisdictions.  No opinion is  expressed  upon any  conflict of law  issues.  My
opinions are qualified to the extent that enforcement of rights and remedies are
subject to bankruptcy,  insolvency, fraudulent conveyance, moratorium, and other
laws of general  application  or equitable  principles  affecting the rights and
remedies  of  creditors  and  security  holders  and  to  the  extent  that  the
availability  of the remedy of specific  performance or of injunctive  relief is
subject  to the  discretion  of the court  before  which any  proceeding  may be
brought.

     This  opinion  is  limited to  matters  existing  as of this  date,  and no
responsibility  is assumed to advise you of changes (factual or legal) which may
hereafter occur, whether deemed material or not.

                                        Very truly yours,

                                        /s/ Richard O. Weed
                                        Richard O. Weed

                                                 H:\HARTCORT\FS8\NOV231999.1.WPD
                                       17
EXHIBIT 10.C
                     Statement of Account from Fred G. Luke

                       NuVEN ADVISORS LIMITED PARTNERSHIP
                        4001 So. Decatur Blvd., Suite 399
                             Las Vegas, Nevada 89103

                                October 14, 1999

The Hartcourt Companies, Inc.
1196 E. Willow Street
Long Beach, CA 90701

         RE:      Advisory Agreement dated February 8, 1999,
                  as amended (the "Advisory Agreement")

Gentlemen:

     This letter shall serve as a statement of fees owed through the date hereof
totaling  $250,000  for  services  provided  to The  Hartcourt  Companies,  Inc.
("Hartcourt")  by  Fred G.  Luke  through  NuVen  Advisors  Limited  Partnership
("NuVen") pursuant to the Advisory Agreement.

     As provided under the Advisory Agreement, the undersigned elects to receive
     shares of Hartcourt  common  stock,  based on today's  closing bid price of
approximately $1.00 per share.

                                   Sincerely,

                                   /s/ Fred G. Luke
                                   Fred G. Luke

                                     - 18 -
EXHIBIT 24.1

                  CONSENT OF RICHARD O. WEED TO USE OF OPINION

                                WEED & CO., L.P.

      4695 MacARTHUR COURT, SUITE 530, NEWPORT BEACH, CALIFORNIA 92660-2164
                TELEPHONE (949) 475-9086 FACSIMILE (949) 475-9087

WRITER=S DIRECT NUMBER
(949) 475-9086

                                November 30, 1999

Board of Directors
The Hartcourt Companies Inc.
1196 E. Willow St.
Long Beach, CA 90806

         Re:  Form S-8

Gentlemen:

     I hereby consent to the filing of my opinion dated even date herewith as an
Exhibit  to the Form S-8  Registration  Statement  to be filed by The  Hartcourt
Companies Inc.

     I further  consent to the  reference to me and my opinion under the caption
"Legal Opinion and Experts" in the Prospectus.

                                    Very truly yours,

                                    /s/ Richard O. Weed
                                    Richard O. Weed

                                     - 19 -
EXHIBIT 24.2

                         CONSENT OF INDEPENDENT AUDITORS

     We consent to the incorporation by reference in this Registration Statement
of The  Hartcourt  Companies  Inc.  Form S-8 of our report  dated March 6, 1999,
appearing in the Annual  Report on Form 10-KSB of The Hartcourt  Companies  Inc.
for the year ended  December  31,  1998,  and to the  reference  to us under the
heading  "Experts"  in  the  Prospectus  which  is  part  of  this  Registration
Statement.

   /s/ Harlan & Boettger, LLP
      Harlan & Boettger, LLP

San Diego, California
November 29, 1999

                                     - 20 -