<PAGE>
 
As filed with the Securities and Exchange Commission on October 16, 1998

                                                 Registration no. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                                             

                                   FORM S-8
                            Registration Statement
                       Under the Securities Act of 1933
                     -------------------------------------
                         GK INTELLIGENT SYSTEMS, INC.
            (Exact name of Registrant as specified in its charter)

       DELAWARE                                     76-0513297
(State or other jurisdiction                    (I.R.S. Employer
    of incorporation or                       Identification Number)
       organization)
 
  5555 San Felipe, Suite 625                       Gary F. Kimmons
     Houston, Texas 77056                     5555 San Felipe, Suite 625
        (713)840-7722                            Houston, Texas 77056
(Address, including zip code, and                   (713) 840-7722
   telephone number, including            (Name, address, including zip code,
   area code, of registrant's               and telephone number, including
  principal executive offices)              area code, of agent for service)
 
                      TINA ALEXANDER EMPLOYMENT AGREEMENT
                      RENEE ETHRIDGE EMPLOYMENT AGREEMENT
                      RANDALL HABEL EMPLOYMENT AGREEMENT
                    CYNTHINA HEINSOHN EMPLOYMENT AGREEMENT
                      ROCKNE HORVATH EMPLOYMENT AGREEMENT
                       KARL PERRON EMPLOYMENT AGREEMENT
         GK INTELLIGENT SYSTEMS, INC. 1995 EMPLOYEE STOCK OPTION PLAN
                           (Full Title of the Plans)
                               _________________
                                   copy to:
                              Thomas C. Pritchard
                           Brewer & Pritchard, P.C.
                            1111 Bagby, 24th Floor
                             Houston, Texas 77002
                             Phone (713) 209-2950
                               _________________
                        CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
 
                
TITLE OF                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
SECURITIES TO BE                    AMOUNT BEING      OFFERING PRICE         AGGREGATE        REGISTRATION
REGISTERED                         REGISTERED/(1)/     PER SHARE/(2)/    OFFERING PRICE/(2)/       FEE
-----------------------------------------------------------------------------------------------------------
<S>                                <C>             <C>                 <C>                 <C>
Common Stock, par value
$.001 per share.................     5,460,000            $3.9375            $21,498,750         $6,342
-----------------------------------------------------------------------------------------------------------
TOTAL                                                                                            $6,342
===========================================================================================================
</TABLE>
-----------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
     number of shares of the issuer's Common Stock registered hereunder will be
     adjusted in the event of stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h), on the basis of the high and low
     prices of the Common Stock as reported by the American Stock Exchange on
     October 15, 1998.
<PAGE>
 
                                 PART I

PROSPECTUS

                          GK INTELLIGENT SYSTEMS, INC.

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

        This prospectus provides information regarding:

  .  The resale of 460,000 shares of company common stock held by certain of its
employees; and

  .  the registration of up to 5,000,000 shares of company common stock issuable
upon the exercise of options granted under the 1995 Employee Stock Option Plan.

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


     The company will pay all costs and expenses incurred by it in connection
with the registration of the aggregate 5,460,000 shares.  The selling
stockholders will pay the costs associated with any subsequent sales of the
registered shares, including any concessions, commissions, fees and applicable
transfer taxes.


     The company's common stock is quoted on the American Stock Exchange under
the symbol "GKI."  On October 15, 1998 the last reported sales price of the
common stock was $4.00.

                         ______________________________



     AN INVESTMENT IN THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. CONSIDER CAREFULLY THE RISK FACTORS APPEARING ON PAGE 4.

     NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THE COMPANY THAT DIFFERS FROM, OR ADDS TO, THE INFORMATION
IN THIS PROSPECTUS OR IN OUR DOCUMENTS THAT ARE PUBLICLY FILED WITH THE SEC.
ACCORDINGLY, IF ANYONE DOES GIVE YOU DIFFERENT OR ADDITIONAL INFORMATION YOU
SHOULD NOT RELY ON IT.

     IF YOU ARE IN A JURISDICTION WHERE IT IS UNLAWFUL TO BUY THE SECURITIES
OFFERED BY THE PROSPECTUS, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO
DIRECT SUCH ACTIVITIES, THEN THE OFFER PRESENTED BY THIS PROSPECTUS DOES NOT
EXTEND TO YOU.

     THE INFORMATION IN THIS PROSPECTUS SPEAKS ONLY AS OF ITS DATE UNLESS THE
INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.



                              ___________________

                The date of this prospectus is October 16, 1998

                                       ii
<PAGE>
 
                               TABLE OF CONTENTS



                                                            PAGE
                                                            ----


Incorporation of Certain Documents by Reference............   2

Available Information......................................   2

The Company................................................   3
 
Risk Factors...............................................   4
 
Use of Proceeds............................................   8
 
Selling Stockholders.......................................   8
 
Plan of Distribution.......................................   8
 
Resale of Shares by Affiliates.............................   9
 
Legal Matters..............................................   9
 
Experts....................................................   9
 

                                       1
<PAGE>
 
                INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


     The following documents, which have been filed by the company with the SEC,
are incorporated herein by reference:


1.   The company's annual report on Form 10-KSB for the fiscal year ended May
     31, 1998.

2.   The description of the company's common stock contained in the company's
     registration statement on Form 10-SB, dated January 24, 1997.


     All documents filed by the company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and before the
termination of the offering covered hereby will be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference in this prospectus shall be deemed to be modified
or superceded for purposes of this prospectus to the extent that a statement
contained in this prospectus or any subsequently filed document that also is or
is deemed to be incorporated by reference modifies or replaces such statement.



     You may obtain, without charge, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents not
specifically incorporated by reference above, by making an oral or written
request to the company.  Requests for such documents may be directed to the
company at 5555 San Felipe, Suite 625, Houston, Texas 77056, attention: Gary F.
Kimmons.



                             AVAILABLE INFORMATION



     The company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the SEC.  The reports, proxy statements and other information
are available for inspection and copying at the Public Reference Room of the
SEC, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at the
Regional Offices of the SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and at 7 World Trade Center, New York, New York 10048.
Copies of the material may be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, for a fee.  The SEC
maintains a Web site on the Internet that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC.  The address of the site is http://www.sec.gov.
You may access such information by searching the EDGAR data base on the site.



     The company has filed with the SEC a registration statement on Form S-8
with respect to the securities offered by this prospectus.  Certain information
contained in the registration statement is omitted from this prospectus. You may
refer to the registration statement, its exhibits and schedules for further
information with respect to the company and the securities offered by this
prospectus.  You may obtain copies of the registration statement, its exhibits
and schedules in the above captioned locations.

                                       2
<PAGE>
 
                                  THE COMPANY



    The company is a development stage enterprise currently developing
"intelligent" computer software training and performance support products and
applications.  Management anticipates that only one product; "Around the Web in
80 Minutes," with two versions will be introduced in fiscal 1999. The Netscape
Navigator version of "Around the Web in 80 Minutes" is expected to be released
in late November 1998.

    The company's efforts to date have centered primarily on: 1) the acquisition
and development of its core software technologies from which management's goal
is to create future products and applications, and 2) securing the services of
competent individuals capable of carrying out the company's strategy.  During
the period from inception (October 4, 1993) through May 31, 1998, the company
has realized no revenues and has accumulated a deficit of $18,216,000.

    The company's long term strategy is to develop products and applications
that incorporate several new software technologies such as artificial
intelligence, intelligent semantic agents, conceptual querying, adaptive dynamic
interfaces, intelligent tutoring, object-oriented programming and active and
visible graphical interfaces and databases. These technologies, which management
refers to as its Smart Support family of technologies, consist of:



   .  Smart Perform (using intelligent agent technology and the heterogeneous
   access of information in disparate databases and multimedia database
   authoring tools to present the information),

   .  Smart Enterprise (a strategic resource model manager using
   intelligent agent technology and the heterogeneous access capability of Smart
   Perform), and

   .  Smart One(TM) (a computer based training system utilizing multimedia
   technology, artificial intelligence, an adaptive dynamic interface and
   advanced training methodologies to deliver a training experience).



    The company's principal place of business is located at 5555 San Felipe,
Suite 625, Houston, Texas 77056 and its telephone number is (713) 840-7722.

                                       3
<PAGE>
 
                                 RISK FACTORS



          AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK.  IN ADDITION TO THE OTHER INFORMATION IN THIS
PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE
MAKING A DECISION TO PURCHASE THE COMMON STOCK OFFERED HEREBY.


FORWARD LOOKING STATEMENTS



     This prospectus contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act.  Forward-looking statements can be identified by the
use of forward-looking terminology such as "believes," "expects," "may,"
"estimates," "will," "should," "plans" or "anticipates" or the negative thereof
or other variations thereon or comparable terminology or by discussions of
strategy.  Such statements include, but are not limited to, the discussions of
the company's operations, liquidity and capital resources. Forward-looking
statements are included in the "Risk Factors," "Use of Proceeds," and "The
Company" sections of this prospectus.  Although the company believes that the
expectations reflected in forward-looking statements are reasonable, there can
be no assurances that such expectations will prove to be accurate. Generally,
these statements relate to business plans, strategies, anticipated strategies,
levels of capital expenditures, liquidity and anticipated capital financing
needed to effect the business plan.  All phases of the company's operations are
subject to a number of uncertainties, risks and other influences, many of which
are outside the control of the company and cannot be predicted with any degree
of accuracy.  In light of the significant uncertainties inherent in the forward-
looking statements made in this prospectus, the inclusion of such statements
should not be regarded as a representation by the company or any other person
that the objectives and plans of the company will be achieved. You are cautioned
that such forward-looking statements involve risks and uncertainties, including,
without limitation, the risks set forth in "Risk Factors."  The forward-looking
statements contained in this prospectus speak only as of the date of this
prospectus and the company expressly disclaims any obligation or undertaking to
release any updates or revisions to any such statement to reflect any change in
the company's expectations or any change in events, conditions or circumstance
on which any such statement is based.



LIMITED OPERATING HISTORY OF THE COMPANY; OPERATING LOSSES


    During the period from inception (October 4, 1993) through May 31, 1998, the
company realized no revenues and has an accumulated deficit of $18,216,000.  The
company recorded losses of $5,881,798 and $9,528,473 for the 1998 and 1997
fiscal years, respectively.  At May 31, 1998, the company had working capital of
$5,082,614 and shareholders' equity of $7,476,902.  As a development stage
company, it is subject to all the substantial risks inherent in the development
of a business enterprise with no products.  There can be no assurance that the
company will be able to successfully market its initial product or operate
profitably.  The company has a limited business history that investors can
analyze to aid them in making an informed judgement as to the merits of an
investment in the company.  Any investment in the company should be considered a
high risk investment because the investor will be placing funds at risk in an
unseasoned company with unforeseen costs, expenses, competition and other
problems to which development stage ventures are often subject.  The company's
prospects must be considered in light of the risks, expenses and difficulties
encountered in establishing a business in a highly competitive industry.



CAPITAL REQUIREMENTS; LIMITED SOURCES OF LIQUIDITY; CONTINUED EXISTENCE



     The company requires substantial capital to pursue its operating strategy
and at May 31, 1998 had cash of $5,241,449.  Until the company can obtain sales
levels sufficient to fund working capital needs, the company will be dependent
upon external sources of financing.  To date, the company has no internal
sources of liquidity and it should be assumed that there will be no internal
sources of liquidity for the foreseeable future. The company has

                                       4
<PAGE>
 
suffered recurring operating losses since its inception that raise substantial
doubt about its ability to meet future expected expenditures necessary to fully
develop its software products and applications. The company's independent
certified public accountants qualified their report for the May 31, 1998
financial statements regarding the company's ability to continue as a going
concern. The current cash forecast indicates that there will be negative cash
flow from operations through the first three quarters of the 1999 calendar year.
Based on the company's current plan of operations, it is anticipated that its
current cash balance will provide sufficient working capital through November
1998; however, this period may be extended or reduced depending upon actual
expenses incurred in marketing its initial product. The company is currently
seeking short and long term debt or equity financing sufficient to fund
projected working capital necessary to market the Company's initial product as
well as to fund additional software product development. Any equity sales by the
company would be on a best efforts basis. To date, the company has no commitment
for any external sources of financing, there can be no assurance that such
financing will be available or, if it is available, that it will be available on
acceptable terms. Accordingly, no assurance can be given that the company will
be successful in obtaining financing sufficient to fund the company's working
capital, software development and marketing expenditure requirements for the
remainder of the 1999 fiscal year or thereafter. Failure to obtain sufficient
funding will adversely impact the company's financial position, and could cause
the company to curtail operations, sell assets, or take other actions as
necessary in order to meet cash flow requirements.



FACTORS AFFECTING FUTURE OPERATING RESULTS AND FINANCIAL CONDITION



       The company's future operating results and financial condition are
dependent upon the company's ability to successfully develop, manufacture, and
market its initial product.  Inherent in this process are a number of factors
that the company must successfully manage in order to achieve favorable future
operating results and a favorable financial condition.  Potential risks and
uncertainties that could affect the company's future operating results and
financial condition include, without limitation, the need for additional
financing to fund marketing expenses of the initial product, competitive
pressures in the marketplace, the company's ability to successfully manufacture
and market its initial product, the company's ability to develop and market new
products, the company's ability to supply products free of latent defects or
other faults, the company's ability to make timely delivery to the marketplace
of technological innovations and the company's ability to attract, motivate and
retain employees.  Failure by the company to adequately address these factors
could adversely affect the company's future operating results and financial
condition.



LACK OF PRODUCTS; LACK OF MARKETING PLAN


     To date, the company has no products in the marketplace, nor has it
attempted to market any products in the marketplace.  Management anticipates
that only one product, "Around the Web in 80 Minutes," with two versions will be
introduced in fiscal 1999.  The anticipated release date for the Netscape
Navigator version of "Around the Web in 80 Minutes" is late November 1998.  The
company intends to market "Around the Web in 80 Minutes" to the consumer market
through the Internet and retail outlets.  To date, the company does not have any
agreements or contracts in place with any Internet companies or retail outlets
for the distribution and sale of its products.  As the company has not marketed
any products to date, management may encounter unforeseen difficulties which
could delay the product's anticipated release.   The company may not be able to
enter into distribution agreements on terms favorable to the company, if at all.
Any changes in the company's marketing strategy or the sales process could
result in greater than anticipated marketing expenses, delays in the marketing
the product, and other increased costs, any or all of which could have a
material adverse effect on the Company's financial condition.

                                       5
<PAGE>
 
RAPID TECHNOLOGICAL CHANGE

     Due to the highly volatile nature of the software industry, the success of
the company will be dependent on its ability to introduce its initial product.
The success of new product introduction is dependent on a number of factors,
including market acceptance, the effective management of inventory levels in
line with anticipated product demand, the availability of the product in
appropriate quantities to meet anticipated demand, and the risk that the new
product may have quality or other defects in the early stages of introduction.
Additionally, due to the rapid technological changes in the software industry,
products may become obsolete quickly. The ability of the company to enhance its
initial product to overcome obsolescence, and to develop and introduce new
products will be a factor in the success of the business. Accordingly, the
company cannot determine the ultimate effect that the initial product will have
on its financial condition or results of operations.


UNCERTAINTIES ASSOCIATED WITH THE INTERNET

     The Internet market is rapidly evolving and is characterized by an
increasing number of market entrants who have introduced or developed products
addressing access to, authoring for, communications over and training on the
Internet.  Many of these competitors have a significant lead over the company in
developing products for the Internet, and have significantly greater financial,
marketing, manufacturing and technological resources than the company.  Critical
issues concerning the commercial use of the Internet (including security,
reliability, cost, ease of use and access, and quality of service) remain
unresolved and may affect the future growth of Internet use, together with the
hardware and software standards and electronic media employed in such markets.


COMPETITION

     The computer software industry is highly competitive and is characterized
by aggressive pricing practices, downward pressure on gross margins, frequent
introduction of new products, short product life cycles, continual improvement
in product price/performance characteristics, price sensitivity on the part of
consumers, and a large number of competitors. The company's results of
operations and financial condition may be adversely affected by industry-wide
pricing pressures and downward pressures on gross margins. The industry has also
been characterized by rapid technological advances in software functionality and
hardware performance and features based on existing or emerging industry
standards. There are several large well capitalized companies that produce
educational software, the company's target market, including The Learning
Company, Expert Software, Inc., Borderbund, and Scholastic, which have
established brand names and could introduce and widely distribute an Internet-
oriented educational CD. Many of the company's competitors have greater
financial, marketing, manufacturing, and technological resources and larger
installed customer bases than the company. There can be no assurances that the
company will be able to compete successfully in this environment.


INTELLECTUAL PROPERTY RIGHTS

     The company regards its initial product, "Around the Web in 80 Minutes," as
proprietary and intends to rely on contractual provisions to establish and
protect its proprietary rights.  This step may not be sufficient to prevent or
deter others from copying or stealing the company's proprietary rights and does
not prevent competitors from independently developing technology that is
equivalent or superior to the company's technology.  The software market has
traditionally experienced widespread unauthorized reproduction of products in
violation of intellectual property rights.  Such activity is difficult to detect
and legal proceedings to enforce intellectual property rights are often
burdensome and involve a high degree of uncertainty and costs.  From time to
time, other companies and individuals assert exclusive patent, copyright,
trademark and other intellectual property rights to technologies or marks that
are important to the computer industry or the company's business.  The company
evaluates each such

                                       6
<PAGE>
 
claim relating to its potential products and, if appropriate, seeks a license to
use the protected technology. There can be no assurance that the company will be
able to obtain licenses on protected technology of third parties on commercially
reasonable terms, if at all. In addition, the company could be at a disadvantage
if competitors obtain licenses for protected technologies with more favorable
terms than does the company. If the company's potential products should be found
to infringe on protected technology, the company could be enjoined from further
infringement and required to pay damages to the infringed party. Any of the
foregoing could have a material adverse effect on the results of operations and
financial position of the company.


DEPENDENCE ON KEY PERSONNEL

     The success of the company is dependent upon, among other things, the
services of Gary F. Kimmons.  Mr. Kimmons currently serves as chairman of the
board of directors, chief executive officer and acting chief financial officer.
The company has an employment agreement with Mr. Kimmons, and maintains key-man
life insurance on his life. The loss of the services of Mr. Kimmons, for any
reason, could have a material adverse effect on the prospects of the company.
The company currently does not have permanent staff in the positions of chief
financial officer, chief information officer, or marketing director.   The
company expects to hire personnel in these key positions; however, there can be
no assurance that the company will be able to attract and retain qualified
employees to fill the openings.  Failure to find qualified individuals for these
key positions may hamper the company's ability to implement its business plan.


SHARES RESERVED FOR ISSUANCE

     The company has reserved 5,000,000 shares of its common stock to be issued
pursuant to the 1995 Employee Stock Option Plan, of which options to purchase
1,516,109 shares are outstanding at exercise prices ranging from $0.31250 to
$13.3750 with exercise periods extending to October 2008.  Additionally, there
are options and warrants outstanding to purchase an aggregate of 8,148,591
shares at prices ranging from $0.31250 to $13.3750 with exercise periods
extending to October 2008.  The exercise and subsequent sale of the shares of
common stock underlying these options will have a dilutive effect and could
adversely affect the prevailing market price of the common stock.


YEAR 2000 COMPLIANCE ISSUES

     The year 2000 poses certain issues for business and consumer computing,
particularly the functionality of software for two-digit storage of dates and
special meanings for certain dates such as 9/9/99.  The year 2000 is a leap
year, which may also lead to incorrect calculations, functions or system
failure.  The problem exists for many kinds of software, including software for
mainframes, PCs and embedded systems.  The company intends to initiate the
process of gathering, testing, and producing information about the company's
technologies impacted by the Year 2000 transition.  The company's board of
directors is currently developing a Year 2000 strategy for its initial product
and future products.  The company believes its initial product is Year 2000
compliant.  However, variability of definitions of "compliance" with the Year
2000 and of different combinations of software, firmware, and hardware may lead
to lawsuits against the company.  The outcomes of any such lawsuits and the
impact of the company are not estimable at this time.  The Year 2000 may affect
the company's internal systems, however management believes the effect will be
minimal as the company purchased the majority of its hardware systems within the
last year and a half.  The company intends to assess the readiness of its
systems and those of its vendors for handling the Year 2000.  Although the
assessment has not been initiated, management currently believes that resolving
these matters will not have a material adverse impact on the company's financial
position or its results of operations.

                                       7
<PAGE>
 
                                USE OF PROCEEDS

     The company may receive up to $1,385,694 in proceeds from the exercise of
outstanding options under the 1995 Employee Stock Option Plan which will be
utilized for working capital purposes.  There can be no assurance that the
option holders will exercise any or all of the options which are presently
outstanding or which may be issued under the 1995 Employee Stock Option Plan.
The company will not receive any proceeds from the sale of any shares offered
hereby.  The selling shareholders will receive all of the net proceeds from the
sale of such shares.


                              SELLING STOCKHOLDERS

     Shares of the company's common stock which are presently eligible for sale
pursuant to this prospectus or which may become eligible for sale pursuant to
this prospectus, whether or not the holders thereof have any present intent to
do so, are shares which (1) have been acquired by certain employees and
consultants of the company pursuant to certain employment agreements, or (2)
shares which have been and may be acquired by key employees, officers and
directors of the company from time to time upon exercise of options granted
pursuant to the company's 1995 Employee Stock Option Plan (collectively the
"Shares").  The names of such persons, and the number of Shares or options owned
and the amount of options currently vested and exercisable and other relevant
information are set forth on appendices A and B hereto.


                              PLAN OF DISTRIBUTION

     Pursuant to this prospectus, the selling stockholders, or by certain
pledgees, donees, transferees or other successors in interest to the selling
stockholders, may sell Shares from time to time in transactions on the American
Stock Exchange, in privately-negotiated transactions or by a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.  The selling stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions).

     Other methods by which the Shares may be sold include, without limitation:
(1) transactions which involve cross or block trades or any other transaction
permitted by the American Stock Exchange, (2) "at the market" to or through
market makers or into an existing market for the common stock, (3) in other ways
not involving market makers or established trading markets, including direct
sales to purchasers or sales effected through agents, (4) through transactions
in options or swaps or other derivatives (whether exchange-listed or otherwise),
(5) through short sales, or (6) any combination of any other such methods of
sale.  The selling stockholders may also enter into option or other transactions
with broker-dealers which require the delivery to such broker-dealers of the
Shares offered hereby which Shares such broker-dealer may resell pursuant to
this prospectus.

     The selling stockholders and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined under the Securities Act, and any commissions received by them and
profit on any resale of the Shares as principal may be deemed to be underwriting
discounts and commissions under the Securities Act.

     There is no assurance that the selling stockholders will sell all or any of
the Shares which may be offered hereby.

                                       8
<PAGE>
 
                         RESALE OF SHARES BY AFFILIATES


                                        
     The Shares offered hereby may be resold freely, except that any selling
stockholder deemed to be an "affiliate" of the company within the meaning of
those terms under the Securities Act and the rules and regulations promulgated
thereunder, may only sell the Shares limited to the amount specified in Rule
144(e) of the Securities Act which allows them to sell, within any three-month
period, up to the number of shares that does not exceed the greater of: (1) one
percent of the then outstanding shares of common stock of the company, or (2)
the average weekly trading volume during the four calendar weeks preceding the
date of receipt of the order to execute the transaction by the broker or the
date of execution of the transaction directly with the broker.



     An employee who is not an executive officer or director of the company
generally will not be deemed to be an "affiliate" of the company.  In addition,
the acquisition of shares of common stock by officers and directors of the
company through the exercise of options will generally not be considered a
"purchase," but the sale thereof will generally be considered a "sale" for
Section 16(b) of the Exchange Act.



                                 LEGAL MATTERS



     The legality of the securities offered hereby will be passed on for the
company by Brewer & Pritchard, P.C., Houston, Texas.  Principals of Brewer &
Pritchard, P.C. own 26,000 shares of company common stock.



                                 EXPERTS



     The consolidated financial statements of the company and its subsidiaries
incorporated by reference in this prospectus have been audited by BDO Seidman
LLP, independent certified public accountants, to the extent and for the periods
set forth in their report, which contains an explanatory paragraph regarding the
company's ability to continue as a going concern, incorporated herein by
reference and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in accounting and auditing, in giving said
reports.



                                   APPENDIX A




     Holders of Shares of GK Intelligent Systems, Inc.'s common stock acquired
pursuant to certain employment agreements, the resale of which is being
registered hereby, are as follows:


                              SHARES
                           ELIGIBLE FOR
     STOCKHOLDER              RESALE
     -----------           ------------
     Tina Alexander           200,000
 
     Renee Ethridge            50,000
 
     Randall Habel            100,000
 
     Cynthina Heinsohn         80,000

                                       9
<PAGE>
 
     Rockne Horvath            20,000

     Karl Perron               10,000


     Whether or not the above persons have a present intent to do so, all of the
above persons are eligible to resell the number of shares owned by them pursuant
to the reoffer prospectus.

                                       10
<PAGE>
 
                                   APPENDIX B

                        1995 EMPLOYEE STOCK OPTION PLAN


     The following is a summary of the company's 1995 Employee Stock Option Plan
for the full terms and condition of the plan see Exhibit 10.7. The company has
reserved 5,000,000 shares of company common stock to be issued pursuant to the
plan. The shares of common stock to be issued upon exercise of options granted
under the plan are being registered hereby.



SUMMARY



     The plan was adopted, pursuant to approval by the company's board of
directors and stockholders, in order to foster and promote the financial success
of the company.  The plan is intended to provide "incentive stock options"
within the meaning of that term under Section 422 of the Internal Revenue Code.
In addition, the company intends to administer the plan to meet the requirements
of Rule 16b-3(c) promulgated under the Exchange Act.  The company intends to
utilize any cash proceeds received from the sale of company common stock
pursuant to options granted under the plan for working capital purposes.



     The plan is administered by a committee appointed by the board, and
composed of at least two members of the board.  Under the plan, the committee
may only grant options to plan participants who include: key employees,
executive officers, and directors of the company.  The committee has the sole
and complete authority to determine such persons to whom options shall be
granted and to interpret and implement the plan, including such items as the
duration of each option and the exercise price of each option.



     Each option granted under the plan is convertible into one share of common
stock, unless adjusted pursuant to the provisions of plan.  The total number of
options available for grant under the plan may not exceed 5,000,000, however, in
the event an option granted expires unexercised or is cancelled or surrendered
for any reason, new options may be granted in place of the former options.
Finally, the aggregate "fair market value" of common stock subject to options
granted under the plan to any sole participant in any calendar year may not
exceed $100,000.  Fair market value is defined as the closing price of company
common stock as last reported on the principal national securities exchange on
which the common stock is listed or admitted to trade.



     The committee may grant options to any participant at any time, provided
that the option price per share of common stock deliverable upon exercise of the
option is 100% of the fair market value of a share of common stock on the date
the option is granted.  Each option is fully exercisable six months from the
date of grant, unless the committee provides for a shorter period, and each
option must be exercised within ten years from the date of grant.
Notwithstanding the above pricing information, if the committee grants options
to any person holding 10% or more of the total voting power of the company, the
option price per share of common stock deliverable upon exercise of the option
must be at least 110% of the fair market value.  In addition, each option
granted to any person holding 10% or more of the total voting power of the
company must be exercised within five years from the date of grant.



     In case of dissolution of the company, every option outstanding will
terminate, provided that every option holder will have thirty days prior written
notice of such event, during which time he has the right to exercise any of his
unexercised options.  In the case of a merger, consolidation, or sale of
substantially all of the assets of the company, any option granted will pertain
to and apply to the securities to which a holder of common stock would be
entitled to as a result of such transaction, provided that all unexercised
options may be cancelled by the company with notice to the option holders after
which every option holder will have thirty days during which time he has the
right to exercise any of his unexercised options.

                                       11
<PAGE>
 
     The grant of any options does not obligate the company to continue the
employment of any employee for any particular period.  The board may alter,
amend, suspend, or terminate the plan or any option at any time, provided that
the board may not change the total number of shares of common stock available
for options, extend the duration of the options, increase the maximum term of
the options, decrease the option price, or materially modify the eligibility
requirements of the plan.


     The following table shows each participant and their vested and unvested
options as of October 16, 1998.


Participants                    Vested Options    Unvested Options
----------------------------    --------------    ----------------
Alexander, Tina                         25,000              75,000
Cabello, David                          12,500                   0
Cirrone, Helen                             125              14,875
Collins, Donna                              83               1,917
Crosscope, Jack                              0              75,000
Davis, James C.                              0              40,000
Edwards, Sarah                             146               6,854
Ethridge, Renee                              0              30,000
Fahy, Charles L.                             0              30,000
Finley, Jonathan                           104               4,896
Haney, Debra                                83               3,917
Heinsohn, Cynthina                           0             100,000
Horvath, Rockne                              0             100,000
Jarvis, Eric                                 0               7,200
Kimmons, Gary F.*                      290,909                   0
Lutkus, Linda                                0              10,000
McAleer, Hugh                                0              20,000
McEntire, Maria                            208              12,292
Norville, Rodney**                     320,000                   0
Scarpate, Alisa                             83               1,917
Scoggin, Christopher***                 73,000                   0
Starratt, Andy                          10,000                   0
Whaley, Chris                                0              75,000
Wiederholt, Brad                             0             150,000
Wright, Denise                               0              25,000
Total                                  732,241             783,868
                                       =======             =======


     Whether or not the above persons have a present intent to do so, all of the
above persons will be eligible to sell pursuant to the re-offer prospectus the
number of shares acquired by them upon exercise of the options.


     *This person is currently deemed to be an "affiliate" of the company and
the amount of shares to be sold pursuant to the re-offer prospectus is limited
to the amount specified in Rule 144(e) of the Securities Act.  See "Resale of
Shares by Affiliates."

     **This person will be deemed to be an "affiliate" of the company for a
ninety (90) day period from September 14, 1998, and the amount of shares to be
sold pursuant to the re-offer prospectus is limited to the amount specified in
Rule 144(e) of the Securities Act for that period.  See "Resale of Shares by
Affiliates."

     ***Mr. Scoggin exercised his option to purchase 73,000 shares of company
common stock on October 2, 1998.  Accordingly, the resale of those shares is
being registered hereby.

                                       12
<PAGE>
 
                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents filed by the company with the SEC are
incorporated herein by reference:

       1.  The company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, or, either (1) the company's latest
prospectus filed pursuant to Rule 424(b) under the Securities Act that contains
audited financial statements for the company's latest fiscal year for which such
statements have been filed, or (2) the company's effective registration
statement on Form 10-SB filed under the Exchange Act containing audited
financial statements for the company's latest fiscal year;

       2.  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 the document referred
to in (1) above; and

       3.  The description of the common stock that is contained in a
registration statement or amendment thereto filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

       All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all
shares of common stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be a part thereof from the date of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

       Not Applicable

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

       Brewer & Pritchard, P.C., counsel to the company, has passed upon the
legality under the law of the State of Delaware, the state in which the company
is incorporated, of the common stock of the company being offered hereby.
Principals of Brewer & Pritchard, P.C. own 26,000 shares of the company's common
stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Article XI of the Certificate of Incorporation of the company provides
for indemnification of officers, directors, agents and employees of the company
as follows:

       (a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal 

                                       13
<PAGE>
 
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner in which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

       (b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

       (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

       (d) Any indemnification under subsections (a) and (b) of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Article.  Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

       (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by this Article.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

       (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

       (g) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under this Article.

                                       14
<PAGE>
 
       (h) For purposes of this Article references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had the power
and authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

       (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

       The foregoing discussion of the company's Certificate of Incorporation,
and of the Delaware General Corporation Law is not intended to be exhaustive and
is qualified in its entirety by such Certificate of Incorporation and statutes,
respectively.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
       Any restricted securities to be offered or resold pursuant to this
registration statement were issued pursuant to an exemption under Section 4(2)
of the Securities Act, as a non-public offering of securities.

ITEM 8.  EXHIBITS

       The following exhibits are filed as part of this registration statement:

EXHIBIT NO.                  IDENTIFICATION OF EXHIBIT
-----------     ------------------------------------------------------

  4.1/(1)/   -- Common Stock Specimen
  5.1/(1)/   -- Opinion Regarding Legality
  10.1/(1)/  -- Tina Alexander Employment Agreement
  10.2/(1)/  -- Renee Ethridge Employment Agreement
  10.3/(1)/  -- Randall Habel Employment Agreement
  10.4/(1)/  -- Cynthina Heinsohn Employment Agreement
  10.5/(1)/  -- Rockne Horvath Employment Agreement
  10.6/(1)/  -- Karl Perron Employment Agreement
  10.7/(2)/  -- 1995 Employee Stock Option Plan
  23.1/(1)/  -- Consent of Counsel (included in Exhibit 5.1)
  23.2/(1)/  -- Consent of BDO Seidman, independent public accountants
_____________________
(1)  Filed herewith.
(2)  Filed as an exhibit to the company's Form 10-SB, which was filed with the
     SEC on January 27, 1997.

ITEM 9.  UNDERTAKINGS

       (a) The undersigned registrant hereby undertakes:

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

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

                                       15
<PAGE>
 
                ii.  To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement.  Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high and of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the SEC
                      pursuant to Rule 424(b) if, in the aggregate, the changes
                      in volume and price represent no more than 20 percent
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective registration statement; and

                iii.  To 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, that paragraphs (a)(1)(i) and (ii) do
                      not apply if the registration statement is on Form S-3 or
                      Form S-8, and the information required to be included in a
                      post-effective amendment by those paragraphs is contained
                      in periodic reports filed with or furnished to the SEC by
                      the registrant pursuant to Section 13 or 15(d) of the
                      Exchange Act that are incorporated by reference in the
                      registration statement.

           (2)  That, for the purpose of determining any liability under the
                Securities Act, each such post-effective amendment shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       16
<PAGE>
 
                                 SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on the 16th day of October,
1998.

                                GK INTELLIGENT SYSTEMS, INC.


                                By  /s/ GARY F. KIMMONS
                                    -------------------
                                    GARY F. KIMMONS, Chief Executive Officer


                         ____________________________



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



Signature                Title                          Date
---------                -----                          ----



/s/ GARY F. KIMMONS      Chief Executive Officer        October 16, 1998
---------------------                                              
GARY F. KIMMONS          Chief Financial Officer
                         (Principal Financial
                         and Accounting Officer) 
                         and Director



/s/   GERALD ALLEN       Director                       October 16, 1998
------------------                                                 
GERALD ALLEN




/s/ JOHN PAUL DEJORIA    Director                       October 16, 1998
---------------------
JOHN PAUL DEJORIA

                                       17
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 62067}]
{"company-data": {"conformed-name": "GK INTELLIGENT SYSTEMS INC", "cik": "0001024095", "assigned-sic": "7371", "irs-number": "841079784", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65835", "film-number": "98727119"}, "business-address": {"street1": "5555 SAN FELIPE", "street2": "STE 625", "city": "HOUSTON", "state": "TX", "zip": "77056", "phone": "7136691361"}, "mail-address": {"street1": "GK INTELLIGENT SYSTEMS INC", "street2": "2345 BERING DR STE 321", "city": "HOUSTON", "state": "TX", "zip": "77057"}}
As filed with the Securities and Exchange Commission on October 16, 1998

                                                 Registration no. 333-__________

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

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549
                                                                             

                                   FORM S-8
                            Registration Statement
                       Under the Securities Act of 1933
                     -------------------------------------
                         GK INTELLIGENT SYSTEMS, INC.
            (Exact name of Registrant as specified in its charter)

       DELAWARE                                     76-0513297
(State or other jurisdiction                    (I.R.S. Employer
    of incorporation or                       Identification Number)
       organization)
 
  5555 San Felipe, Suite 625                       Gary F. Kimmons
     Houston, Texas 77056                     5555 San Felipe, Suite 625
        (713)840-7722                            Houston, Texas 77056
(Address, including zip code, and                   (713) 840-7722
   telephone number, including            (Name, address, including zip code,
   area code, of registrant's               and telephone number, including
  principal executive offices)              area code, of agent for service)
 
                      TINA ALEXANDER EMPLOYMENT AGREEMENT
                      RENEE ETHRIDGE EMPLOYMENT AGREEMENT
                      RANDALL HABEL EMPLOYMENT AGREEMENT
                    CYNTHINA HEINSOHN EMPLOYMENT AGREEMENT
                      ROCKNE HORVATH EMPLOYMENT AGREEMENT
                       KARL PERRON EMPLOYMENT AGREEMENT
         GK INTELLIGENT SYSTEMS, INC. 1995 EMPLOYEE STOCK OPTION PLAN
                           (Full Title of the Plans)
                               _________________
                                   copy to:
                              Thomas C. Pritchard
                           Brewer & Pritchard, P.C.
                            1111 Bagby, 24th Floor
                             Houston, Texas 77002
                             Phone (713) 209-2950
                               _________________
                        CALCULATION OF REGISTRATION FEE
================================================================================
TITLE OF                                             PROPOSED MAXIMUM     PROPOSED MAXIMUM      AMOUNT OF
SECURITIES TO BE                    AMOUNT BEING      OFFERING PRICE         AGGREGATE        REGISTRATION
REGISTERED                         REGISTERED/(1)/     PER SHARE/(2)/    OFFERING PRICE/(2)/       FEE
-----------------------------------------------------------------------------------------------------------
Common Stock, par value
$.001 per share.................     5,460,000            $3.9375            $21,498,750         $6,342
-----------------------------------------------------------------------------------------------------------
TOTAL                                                                                            $6,342
===========================================================================================================
-----------
(1)  Pursuant to Rule 416 under the Securities Act of 1933, as amended, the
     number of shares of the issuer's Common Stock registered hereunder will be
     adjusted in the event of stock splits, stock dividends or similar
     transactions.

(2)  Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457(h), on the basis of the high and low
     prices of the Common Stock as reported by the American Stock Exchange on
     October 15, 1998.
PART I

PROSPECTUS

                          GK INTELLIGENT SYSTEMS, INC.

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

        This prospectus provides information regarding:

  .  The resale of 460,000 shares of company common stock held by certain of its
employees; and

  .  the registration of up to 5,000,000 shares of company common stock issuable
upon the exercise of options granted under the 1995 Employee Stock Option Plan.

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

     The company will pay all costs and expenses incurred by it in connection
with the registration of the aggregate 5,460,000 shares.  The selling
stockholders will pay the costs associated with any subsequent sales of the
registered shares, including any concessions, commissions, fees and applicable
transfer taxes.

     The company's common stock is quoted on the American Stock Exchange under
the symbol "GKI."  On October 15, 1998 the last reported sales price of the
common stock was $4.00.

                         ______________________________

     AN INVESTMENT IN THE SECURITIES OFFERED BY THIS PROSPECTUS INVOLVES A HIGH
DEGREE OF RISK. CONSIDER CAREFULLY THE RISK FACTORS APPEARING ON PAGE 4.

     NEITHER THE SEC NOR ANY STATE SECURITIES COMMISSION HAS DETERMINED THAT
THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.

     WE HAVE NOT AUTHORIZED ANYONE TO GIVE ANY INFORMATION OR MAKE ANY
REPRESENTATION ABOUT THE COMPANY THAT DIFFERS FROM, OR ADDS TO, THE INFORMATION
IN THIS PROSPECTUS OR IN OUR DOCUMENTS THAT ARE PUBLICLY FILED WITH THE SEC.
ACCORDINGLY, IF ANYONE DOES GIVE YOU DIFFERENT OR ADDITIONAL INFORMATION YOU
SHOULD NOT RELY ON IT.

     IF YOU ARE IN A JURISDICTION WHERE IT IS UNLAWFUL TO BUY THE SECURITIES
OFFERED BY THE PROSPECTUS, OR IF YOU ARE A PERSON TO WHOM IT IS UNLAWFUL TO
DIRECT SUCH ACTIVITIES, THEN THE OFFER PRESENTED BY THIS PROSPECTUS DOES NOT
EXTEND TO YOU.

     THE INFORMATION IN THIS PROSPECTUS SPEAKS ONLY AS OF ITS DATE UNLESS THE
INFORMATION SPECIFICALLY INDICATES THAT ANOTHER DATE APPLIES.

                              ___________________

                The date of this prospectus is October 16, 1998

                                       ii
TABLE OF CONTENTS

                                                            PAGE
                                                            ----

Incorporation of Certain Documents by Reference............   2

Available Information......................................   2

The Company................................................   3
 
Risk Factors...............................................   4
 
Use of Proceeds............................................   8
 
Selling Stockholders.......................................   8
 
Plan of Distribution.......................................   8
 
Resale of Shares by Affiliates.............................   9
 
Legal Matters..............................................   9
 
Experts....................................................   9
 

                                       1
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The following documents, which have been filed by the company with the SEC,
are incorporated herein by reference:

1.   The company's annual report on Form 10-KSB for the fiscal year ended May
     31, 1998.

2.   The description of the company's common stock contained in the company's
     registration statement on Form 10-SB, dated January 24, 1997.

     All documents filed by the company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this prospectus and before the
termination of the offering covered hereby will be deemed to be incorporated by
reference in this prospectus and to be a part hereof from the date of filing
such documents.  Any statement contained in a document incorporated or deemed to
be incorporated by reference in this prospectus shall be deemed to be modified
or superceded for purposes of this prospectus to the extent that a statement
contained in this prospectus or any subsequently filed document that also is or
is deemed to be incorporated by reference modifies or replaces such statement.

     You may obtain, without charge, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents not
specifically incorporated by reference above, by making an oral or written
request to the company.  Requests for such documents may be directed to the
company at 5555 San Felipe, Suite 625, Houston, Texas 77056, attention: Gary F.
Kimmons.

                             AVAILABLE INFORMATION

     The company is subject to the informational requirements of the Exchange
Act and, in accordance therewith, files reports, proxy statements and other
information with the SEC.  The reports, proxy statements and other information
are available for inspection and copying at the Public Reference Room of the
SEC, 450 Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549; and at the
Regional Offices of the SEC located at 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661; and at 7 World Trade Center, New York, New York 10048.
Copies of the material may be obtained from the Public Reference Section of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, for a fee.  The SEC
maintains a Web site on the Internet that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the SEC.  The address of the site is http://www.sec.gov.
You may access such information by searching the EDGAR data base on the site.

     The company has filed with the SEC a registration statement on Form S-8
with respect to the securities offered by this prospectus.  Certain information
contained in the registration statement is omitted from this prospectus. You may
refer to the registration statement, its exhibits and schedules for further
information with respect to the company and the securities offered by this
prospectus.  You may obtain copies of the registration statement, its exhibits
and schedules in the above captioned locations.

                                       2
THE COMPANY

    The company is a development stage enterprise currently developing
"intelligent" computer software training and performance support products and
applications.  Management anticipates that only one product; "Around the Web in
80 Minutes," with two versions will be introduced in fiscal 1999. The Netscape
Navigator version of "Around the Web in 80 Minutes" is expected to be released
in late November 1998.

    The company's efforts to date have centered primarily on: 1) the acquisition
and development of its core software technologies from which management's goal
is to create future products and applications, and 2) securing the services of
competent individuals capable of carrying out the company's strategy.  During
the period from inception (October 4, 1993) through May 31, 1998, the company
has realized no revenues and has accumulated a deficit of $18,216,000.

    The company's long term strategy is to develop products and applications
that incorporate several new software technologies such as artificial
intelligence, intelligent semantic agents, conceptual querying, adaptive dynamic
interfaces, intelligent tutoring, object-oriented programming and active and
visible graphical interfaces and databases. These technologies, which management
refers to as its Smart Support family of technologies, consist of:

   .  Smart Perform (using intelligent agent technology and the heterogeneous
   access of information in disparate databases and multimedia database
   authoring tools to present the information),

   .  Smart Enterprise (a strategic resource model manager using
   intelligent agent technology and the heterogeneous access capability of Smart
   Perform), and

   .  Smart One(TM) (a computer based training system utilizing multimedia
   technology, artificial intelligence, an adaptive dynamic interface and
   advanced training methodologies to deliver a training experience).

    The company's principal place of business is located at 5555 San Felipe,
Suite 625, Houston, Texas 77056 and its telephone number is (713) 840-7722.

                                       3
RISK FACTORS

          AN INVESTMENT IN THE SHARES OF COMMON STOCK OFFERED BY THIS PROSPECTUS
INVOLVES A HIGH DEGREE OF RISK.  IN ADDITION TO THE OTHER INFORMATION IN THIS
PROSPECTUS, YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING RISK FACTORS BEFORE
MAKING A DECISION TO PURCHASE THE COMMON STOCK OFFERED HEREBY.

FORWARD LOOKING STATEMENTS

     This prospectus contains certain statements that are "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Exchange Act.  Forward-looking statements can be identified by the
use of forward-looking terminology such as "believes," "expects," "may,"
"estimates," "will," "should," "plans" or "anticipates" or the negative thereof
or other variations thereon or comparable terminology or by discussions of
strategy.  Such statements include, but are not limited to, the discussions of
the company's operations, liquidity and capital resources. Forward-looking
statements are included in the "Risk Factors," "Use of Proceeds," and "The
Company" sections of this prospectus.  Although the company believes that the
expectations reflected in forward-looking statements are reasonable, there can
be no assurances that such expectations will prove to be accurate. Generally,
these statements relate to business plans, strategies, anticipated strategies,
levels of capital expenditures, liquidity and anticipated capital financing
needed to effect the business plan.  All phases of the company's operations are
subject to a number of uncertainties, risks and other influences, many of which
are outside the control of the company and cannot be predicted with any degree
of accuracy.  In light of the significant uncertainties inherent in the forward-
looking statements made in this prospectus, the inclusion of such statements
should not be regarded as a representation by the company or any other person
that the objectives and plans of the company will be achieved. You are cautioned
that such forward-looking statements involve risks and uncertainties, including,
without limitation, the risks set forth in "Risk Factors."  The forward-looking
statements contained in this prospectus speak only as of the date of this
prospectus and the company expressly disclaims any obligation or undertaking to
release any updates or revisions to any such statement to reflect any change in
the company's expectations or any change in events, conditions or circumstance
on which any such statement is based.

LIMITED OPERATING HISTORY OF THE COMPANY; OPERATING LOSSES

    During the period from inception (October 4, 1993) through May 31, 1998, the
company realized no revenues and has an accumulated deficit of $18,216,000.  The
company recorded losses of $5,881,798 and $9,528,473 for the 1998 and 1997
fiscal years, respectively.  At May 31, 1998, the company had working capital of
$5,082,614 and shareholders' equity of $7,476,902.  As a development stage
company, it is subject to all the substantial risks inherent in the development
of a business enterprise with no products.  There can be no assurance that the
company will be able to successfully market its initial product or operate
profitably.  The company has a limited business history that investors can
analyze to aid them in making an informed judgement as to the merits of an
investment in the company.  Any investment in the company should be considered a
high risk investment because the investor will be placing funds at risk in an
unseasoned company with unforeseen costs, expenses, competition and other
problems to which development stage ventures are often subject.  The company's
prospects must be considered in light of the risks, expenses and difficulties
encountered in establishing a business in a highly competitive industry.

CAPITAL REQUIREMENTS; LIMITED SOURCES OF LIQUIDITY; CONTINUED EXISTENCE

     The company requires substantial capital to pursue its operating strategy
and at May 31, 1998 had cash of $5,241,449.  Until the company can obtain sales
levels sufficient to fund working capital needs, the company will be dependent
upon external sources of financing.  To date, the company has no internal
sources of liquidity and it should be assumed that there will be no internal
sources of liquidity for the foreseeable future. The company has

                                       4
suffered recurring operating losses since its inception that raise substantial
doubt about its ability to meet future expected expenditures necessary to fully
develop its software products and applications. The company's independent
certified public accountants qualified their report for the May 31, 1998
financial statements regarding the company's ability to continue as a going
concern. The current cash forecast indicates that there will be negative cash
flow from operations through the first three quarters of the 1999 calendar year.
Based on the company's current plan of operations, it is anticipated that its
current cash balance will provide sufficient working capital through November
1998; however, this period may be extended or reduced depending upon actual
expenses incurred in marketing its initial product. The company is currently
seeking short and long term debt or equity financing sufficient to fund
projected working capital necessary to market the Company's initial product as
well as to fund additional software product development. Any equity sales by the
company would be on a best efforts basis. To date, the company has no commitment
for any external sources of financing, there can be no assurance that such
financing will be available or, if it is available, that it will be available on
acceptable terms. Accordingly, no assurance can be given that the company will
be successful in obtaining financing sufficient to fund the company's working
capital, software development and marketing expenditure requirements for the
remainder of the 1999 fiscal year or thereafter. Failure to obtain sufficient
funding will adversely impact the company's financial position, and could cause
the company to curtail operations, sell assets, or take other actions as
necessary in order to meet cash flow requirements.

FACTORS AFFECTING FUTURE OPERATING RESULTS AND FINANCIAL CONDITION

       The company's future operating results and financial condition are
dependent upon the company's ability to successfully develop, manufacture, and
market its initial product.  Inherent in this process are a number of factors
that the company must successfully manage in order to achieve favorable future
operating results and a favorable financial condition.  Potential risks and
uncertainties that could affect the company's future operating results and
financial condition include, without limitation, the need for additional
financing to fund marketing expenses of the initial product, competitive
pressures in the marketplace, the company's ability to successfully manufacture
and market its initial product, the company's ability to develop and market new
products, the company's ability to supply products free of latent defects or
other faults, the company's ability to make timely delivery to the marketplace
of technological innovations and the company's ability to attract, motivate and
retain employees.  Failure by the company to adequately address these factors
could adversely affect the company's future operating results and financial
condition.

LACK OF PRODUCTS; LACK OF MARKETING PLAN

     To date, the company has no products in the marketplace, nor has it
attempted to market any products in the marketplace.  Management anticipates
that only one product, "Around the Web in 80 Minutes," with two versions will be
introduced in fiscal 1999.  The anticipated release date for the Netscape
Navigator version of "Around the Web in 80 Minutes" is late November 1998.  The
company intends to market "Around the Web in 80 Minutes" to the consumer market
through the Internet and retail outlets.  To date, the company does not have any
agreements or contracts in place with any Internet companies or retail outlets
for the distribution and sale of its products.  As the company has not marketed
any products to date, management may encounter unforeseen difficulties which
could delay the product's anticipated release.   The company may not be able to
enter into distribution agreements on terms favorable to the company, if at all.
Any changes in the company's marketing strategy or the sales process could
result in greater than anticipated marketing expenses, delays in the marketing
the product, and other increased costs, any or all of which could have a
material adverse effect on the Company's financial condition.

                                       5
RAPID TECHNOLOGICAL CHANGE

     Due to the highly volatile nature of the software industry, the success of
the company will be dependent on its ability to introduce its initial product.
The success of new product introduction is dependent on a number of factors,
including market acceptance, the effective management of inventory levels in
line with anticipated product demand, the availability of the product in
appropriate quantities to meet anticipated demand, and the risk that the new
product may have quality or other defects in the early stages of introduction.
Additionally, due to the rapid technological changes in the software industry,
products may become obsolete quickly. The ability of the company to enhance its
initial product to overcome obsolescence, and to develop and introduce new
products will be a factor in the success of the business. Accordingly, the
company cannot determine the ultimate effect that the initial product will have
on its financial condition or results of operations.

UNCERTAINTIES ASSOCIATED WITH THE INTERNET

     The Internet market is rapidly evolving and is characterized by an
increasing number of market entrants who have introduced or developed products
addressing access to, authoring for, communications over and training on the
Internet.  Many of these competitors have a significant lead over the company in
developing products for the Internet, and have significantly greater financial,
marketing, manufacturing and technological resources than the company.  Critical
issues concerning the commercial use of the Internet (including security,
reliability, cost, ease of use and access, and quality of service) remain
unresolved and may affect the future growth of Internet use, together with the
hardware and software standards and electronic media employed in such markets.

COMPETITION

     The computer software industry is highly competitive and is characterized
by aggressive pricing practices, downward pressure on gross margins, frequent
introduction of new products, short product life cycles, continual improvement
in product price/performance characteristics, price sensitivity on the part of
consumers, and a large number of competitors. The company's results of
operations and financial condition may be adversely affected by industry-wide
pricing pressures and downward pressures on gross margins. The industry has also
been characterized by rapid technological advances in software functionality and
hardware performance and features based on existing or emerging industry
standards. There are several large well capitalized companies that produce
educational software, the company's target market, including The Learning
Company, Expert Software, Inc., Borderbund, and Scholastic, which have
established brand names and could introduce and widely distribute an Internet-
oriented educational CD. Many of the company's competitors have greater
financial, marketing, manufacturing, and technological resources and larger
installed customer bases than the company. There can be no assurances that the
company will be able to compete successfully in this environment.

INTELLECTUAL PROPERTY RIGHTS

     The company regards its initial product, "Around the Web in 80 Minutes," as
proprietary and intends to rely on contractual provisions to establish and
protect its proprietary rights.  This step may not be sufficient to prevent or
deter others from copying or stealing the company's proprietary rights and does
not prevent competitors from independently developing technology that is
equivalent or superior to the company's technology.  The software market has
traditionally experienced widespread unauthorized reproduction of products in
violation of intellectual property rights.  Such activity is difficult to detect
and legal proceedings to enforce intellectual property rights are often
burdensome and involve a high degree of uncertainty and costs.  From time to
time, other companies and individuals assert exclusive patent, copyright,
trademark and other intellectual property rights to technologies or marks that
are important to the computer industry or the company's business.  The company
evaluates each such

                                       6
claim relating to its potential products and, if appropriate, seeks a license to
use the protected technology. There can be no assurance that the company will be
able to obtain licenses on protected technology of third parties on commercially
reasonable terms, if at all. In addition, the company could be at a disadvantage
if competitors obtain licenses for protected technologies with more favorable
terms than does the company. If the company's potential products should be found
to infringe on protected technology, the company could be enjoined from further
infringement and required to pay damages to the infringed party. Any of the
foregoing could have a material adverse effect on the results of operations and
financial position of the company.

DEPENDENCE ON KEY PERSONNEL

     The success of the company is dependent upon, among other things, the
services of Gary F. Kimmons.  Mr. Kimmons currently serves as chairman of the
board of directors, chief executive officer and acting chief financial officer.
The company has an employment agreement with Mr. Kimmons, and maintains key-man
life insurance on his life. The loss of the services of Mr. Kimmons, for any
reason, could have a material adverse effect on the prospects of the company.
The company currently does not have permanent staff in the positions of chief
financial officer, chief information officer, or marketing director.   The
company expects to hire personnel in these key positions; however, there can be
no assurance that the company will be able to attract and retain qualified
employees to fill the openings.  Failure to find qualified individuals for these
key positions may hamper the company's ability to implement its business plan.

SHARES RESERVED FOR ISSUANCE

     The company has reserved 5,000,000 shares of its common stock to be issued
pursuant to the 1995 Employee Stock Option Plan, of which options to purchase
1,516,109 shares are outstanding at exercise prices ranging from $0.31250 to
$13.3750 with exercise periods extending to October 2008.  Additionally, there
are options and warrants outstanding to purchase an aggregate of 8,148,591
shares at prices ranging from $0.31250 to $13.3750 with exercise periods
extending to October 2008.  The exercise and subsequent sale of the shares of
common stock underlying these options will have a dilutive effect and could
adversely affect the prevailing market price of the common stock.

YEAR 2000 COMPLIANCE ISSUES

     The year 2000 poses certain issues for business and consumer computing,
particularly the functionality of software for two-digit storage of dates and
special meanings for certain dates such as 9/9/99.  The year 2000 is a leap
year, which may also lead to incorrect calculations, functions or system
failure.  The problem exists for many kinds of software, including software for
mainframes, PCs and embedded systems.  The company intends to initiate the
process of gathering, testing, and producing information about the company's
technologies impacted by the Year 2000 transition.  The company's board of
directors is currently developing a Year 2000 strategy for its initial product
and future products.  The company believes its initial product is Year 2000
compliant.  However, variability of definitions of "compliance" with the Year
2000 and of different combinations of software, firmware, and hardware may lead
to lawsuits against the company.  The outcomes of any such lawsuits and the
impact of the company are not estimable at this time.  The Year 2000 may affect
the company's internal systems, however management believes the effect will be
minimal as the company purchased the majority of its hardware systems within the
last year and a half.  The company intends to assess the readiness of its
systems and those of its vendors for handling the Year 2000.  Although the
assessment has not been initiated, management currently believes that resolving
these matters will not have a material adverse impact on the company's financial
position or its results of operations.

                                       7
USE OF PROCEEDS

     The company may receive up to $1,385,694 in proceeds from the exercise of
outstanding options under the 1995 Employee Stock Option Plan which will be
utilized for working capital purposes.  There can be no assurance that the
option holders will exercise any or all of the options which are presently
outstanding or which may be issued under the 1995 Employee Stock Option Plan.
The company will not receive any proceeds from the sale of any shares offered
hereby.  The selling shareholders will receive all of the net proceeds from the
sale of such shares.

                              SELLING STOCKHOLDERS

     Shares of the company's common stock which are presently eligible for sale
pursuant to this prospectus or which may become eligible for sale pursuant to
this prospectus, whether or not the holders thereof have any present intent to
do so, are shares which (1) have been acquired by certain employees and
consultants of the company pursuant to certain employment agreements, or (2)
shares which have been and may be acquired by key employees, officers and
directors of the company from time to time upon exercise of options granted
pursuant to the company's 1995 Employee Stock Option Plan (collectively the
"Shares").  The names of such persons, and the number of Shares or options owned
and the amount of options currently vested and exercisable and other relevant
information are set forth on appendices A and B hereto.

                              PLAN OF DISTRIBUTION

     Pursuant to this prospectus, the selling stockholders, or by certain
pledgees, donees, transferees or other successors in interest to the selling
stockholders, may sell Shares from time to time in transactions on the American
Stock Exchange, in privately-negotiated transactions or by a combination of such
methods of sale, at fixed prices which may be changed, at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices or at negotiated prices.  The selling stockholders may effect such
transactions by selling the Shares to or through broker-dealers, and such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the selling stockholders or the purchasers of the Shares for
whom such broker-dealers may act as agent or to whom they sell as principal, or
both (which compensation to a particular broker-dealer might be in excess of
customary commissions).

     Other methods by which the Shares may be sold include, without limitation:
(1) transactions which involve cross or block trades or any other transaction
permitted by the American Stock Exchange, (2) "at the market" to or through
market makers or into an existing market for the common stock, (3) in other ways
not involving market makers or established trading markets, including direct
sales to purchasers or sales effected through agents, (4) through transactions
in options or swaps or other derivatives (whether exchange-listed or otherwise),
(5) through short sales, or (6) any combination of any other such methods of
sale.  The selling stockholders may also enter into option or other transactions
with broker-dealers which require the delivery to such broker-dealers of the
Shares offered hereby which Shares such broker-dealer may resell pursuant to
this prospectus.

     The selling stockholders and any broker-dealers who act in connection with
the sale of Shares hereunder may be deemed to be "underwriters" as that term is
defined under the Securities Act, and any commissions received by them and
profit on any resale of the Shares as principal may be deemed to be underwriting
discounts and commissions under the Securities Act.

     There is no assurance that the selling stockholders will sell all or any of
the Shares which may be offered hereby.

                                       8
RESALE OF SHARES BY AFFILIATES

                                        
     The Shares offered hereby may be resold freely, except that any selling
stockholder deemed to be an "affiliate" of the company within the meaning of
those terms under the Securities Act and the rules and regulations promulgated
thereunder, may only sell the Shares limited to the amount specified in Rule
144(e) of the Securities Act which allows them to sell, within any three-month
period, up to the number of shares that does not exceed the greater of: (1) one
percent of the then outstanding shares of common stock of the company, or (2)
the average weekly trading volume during the four calendar weeks preceding the
date of receipt of the order to execute the transaction by the broker or the
date of execution of the transaction directly with the broker.

     An employee who is not an executive officer or director of the company
generally will not be deemed to be an "affiliate" of the company.  In addition,
the acquisition of shares of common stock by officers and directors of the
company through the exercise of options will generally not be considered a
"purchase," but the sale thereof will generally be considered a "sale" for
Section 16(b) of the Exchange Act.

                                 LEGAL MATTERS

     The legality of the securities offered hereby will be passed on for the
company by Brewer & Pritchard, P.C., Houston, Texas.  Principals of Brewer &
Pritchard, P.C. own 26,000 shares of company common stock.

                                 EXPERTS

     The consolidated financial statements of the company and its subsidiaries
incorporated by reference in this prospectus have been audited by BDO Seidman
LLP, independent certified public accountants, to the extent and for the periods
set forth in their report, which contains an explanatory paragraph regarding the
company's ability to continue as a going concern, incorporated herein by
reference and are incorporated herein in reliance upon such report given upon
the authority of said firm as experts in accounting and auditing, in giving said
reports.

                                   APPENDIX A

     Holders of Shares of GK Intelligent Systems, Inc.'s common stock acquired
pursuant to certain employment agreements, the resale of which is being
registered hereby, are as follows:

                              SHARES
                           ELIGIBLE FOR
     STOCKHOLDER              RESALE
     -----------           ------------
     Tina Alexander           200,000
 
     Renee Ethridge            50,000
 
     Randall Habel            100,000
 
     Cynthina Heinsohn         80,000

                                       9
Rockne Horvath            20,000

     Karl Perron               10,000

     Whether or not the above persons have a present intent to do so, all of the
above persons are eligible to resell the number of shares owned by them pursuant
to the reoffer prospectus.

                                       10
APPENDIX B

                        1995 EMPLOYEE STOCK OPTION PLAN

     The following is a summary of the company's 1995 Employee Stock Option Plan
for the full terms and condition of the plan see Exhibit 10.7. The company has
reserved 5,000,000 shares of company common stock to be issued pursuant to the
plan. The shares of common stock to be issued upon exercise of options granted
under the plan are being registered hereby.

SUMMARY

     The plan was adopted, pursuant to approval by the company's board of
directors and stockholders, in order to foster and promote the financial success
of the company.  The plan is intended to provide "incentive stock options"
within the meaning of that term under Section 422 of the Internal Revenue Code.
In addition, the company intends to administer the plan to meet the requirements
of Rule 16b-3(c) promulgated under the Exchange Act.  The company intends to
utilize any cash proceeds received from the sale of company common stock
pursuant to options granted under the plan for working capital purposes.

     The plan is administered by a committee appointed by the board, and
composed of at least two members of the board.  Under the plan, the committee
may only grant options to plan participants who include: key employees,
executive officers, and directors of the company.  The committee has the sole
and complete authority to determine such persons to whom options shall be
granted and to interpret and implement the plan, including such items as the
duration of each option and the exercise price of each option.

     Each option granted under the plan is convertible into one share of common
stock, unless adjusted pursuant to the provisions of plan.  The total number of
options available for grant under the plan may not exceed 5,000,000, however, in
the event an option granted expires unexercised or is cancelled or surrendered
for any reason, new options may be granted in place of the former options.
Finally, the aggregate "fair market value" of common stock subject to options
granted under the plan to any sole participant in any calendar year may not
exceed $100,000.  Fair market value is defined as the closing price of company
common stock as last reported on the principal national securities exchange on
which the common stock is listed or admitted to trade.

     The committee may grant options to any participant at any time, provided
that the option price per share of common stock deliverable upon exercise of the
option is 100% of the fair market value of a share of common stock on the date
the option is granted.  Each option is fully exercisable six months from the
date of grant, unless the committee provides for a shorter period, and each
option must be exercised within ten years from the date of grant.
Notwithstanding the above pricing information, if the committee grants options
to any person holding 10% or more of the total voting power of the company, the
option price per share of common stock deliverable upon exercise of the option
must be at least 110% of the fair market value.  In addition, each option
granted to any person holding 10% or more of the total voting power of the
company must be exercised within five years from the date of grant.

     In case of dissolution of the company, every option outstanding will
terminate, provided that every option holder will have thirty days prior written
notice of such event, during which time he has the right to exercise any of his
unexercised options.  In the case of a merger, consolidation, or sale of
substantially all of the assets of the company, any option granted will pertain
to and apply to the securities to which a holder of common stock would be
entitled to as a result of such transaction, provided that all unexercised
options may be cancelled by the company with notice to the option holders after
which every option holder will have thirty days during which time he has the
right to exercise any of his unexercised options.

                                       11
The grant of any options does not obligate the company to continue the
employment of any employee for any particular period.  The board may alter,
amend, suspend, or terminate the plan or any option at any time, provided that
the board may not change the total number of shares of common stock available
for options, extend the duration of the options, increase the maximum term of
the options, decrease the option price, or materially modify the eligibility
requirements of the plan.

     The following table shows each participant and their vested and unvested
options as of October 16, 1998.

Participants                    Vested Options    Unvested Options
----------------------------    --------------    ----------------
Alexander, Tina                         25,000              75,000
Cabello, David                          12,500                   0
Cirrone, Helen                             125              14,875
Collins, Donna                              83               1,917
Crosscope, Jack                              0              75,000
Davis, James C.                              0              40,000
Edwards, Sarah                             146               6,854
Ethridge, Renee                              0              30,000
Fahy, Charles L.                             0              30,000
Finley, Jonathan                           104               4,896
Haney, Debra                                83               3,917
Heinsohn, Cynthina                           0             100,000
Horvath, Rockne                              0             100,000
Jarvis, Eric                                 0               7,200
Kimmons, Gary F.*                      290,909                   0
Lutkus, Linda                                0              10,000
McAleer, Hugh                                0              20,000
McEntire, Maria                            208              12,292
Norville, Rodney**                     320,000                   0
Scarpate, Alisa                             83               1,917
Scoggin, Christopher***                 73,000                   0
Starratt, Andy                          10,000                   0
Whaley, Chris                                0              75,000
Wiederholt, Brad                             0             150,000
Wright, Denise                               0              25,000
Total                                  732,241             783,868
                                       =======             =======

     Whether or not the above persons have a present intent to do so, all of the
above persons will be eligible to sell pursuant to the re-offer prospectus the
number of shares acquired by them upon exercise of the options.

     *This person is currently deemed to be an "affiliate" of the company and
the amount of shares to be sold pursuant to the re-offer prospectus is limited
to the amount specified in Rule 144(e) of the Securities Act.  See "Resale of
Shares by Affiliates."

     **This person will be deemed to be an "affiliate" of the company for a
ninety (90) day period from September 14, 1998, and the amount of shares to be
sold pursuant to the re-offer prospectus is limited to the amount specified in
Rule 144(e) of the Securities Act for that period.  See "Resale of Shares by
Affiliates."

     ***Mr. Scoggin exercised his option to purchase 73,000 shares of company
common stock on October 2, 1998.  Accordingly, the resale of those shares is
being registered hereby.

                                       12
PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

 
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents filed by the company with the SEC are
incorporated herein by reference:

       1.  The company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act of 1934, or, either (1) the company's latest
prospectus filed pursuant to Rule 424(b) under the Securities Act that contains
audited financial statements for the company's latest fiscal year for which such
statements have been filed, or (2) the company's effective registration
statement on Form 10-SB filed under the Exchange Act containing audited
financial statements for the company's latest fiscal year;

       2.  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 the document referred
to in (1) above; and

       3.  The description of the common stock that is contained in a
registration statement or amendment thereto filed under Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.

       All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment to the registration statement which indicates that all
shares of common stock offered have been sold or which deregisters all of such
shares then remaining unsold, shall be deemed to be incorporated by reference in
the registration statement and to be a part thereof from the date of filing of
such documents.

ITEM 4.  DESCRIPTION OF SECURITIES

       Not Applicable

ITEM 5.  INTEREST OF NAMED EXPERTS AND COUNSEL

       Brewer & Pritchard, P.C., counsel to the company, has passed upon the
legality under the law of the State of Delaware, the state in which the company
is incorporated, of the common stock of the company being offered hereby.
Principals of Brewer & Pritchard, P.C. own 26,000 shares of the company's common
stock.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Article XI of the Certificate of Incorporation of the company provides
for indemnification of officers, directors, agents and employees of the company
as follows:

       (a) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the Corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal 

                                       13
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit or proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner in which he reasonably believed to be in or not opposed to
the best interests of the Corporation, and, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

       (b) The Corporation shall indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the Corporation to procure a judgment in its favor
by reason of the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the Corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
Corporation and except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the Corporation unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such other court
shall deem proper.

       (c) To the extent that a director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
Article, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection therewith.

       (d) Any indemnification under subsections (a) and (b) of this Article
(unless ordered by a court) shall be made by the Corporation only as authorized
in the specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in subsections (a) and (b) of this
Article.  Such determination shall be made (1) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (2) if such quorum is not obtainable, or, even if
obtainable a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion, or (3) by the stockholders.

       (e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the Corporation in advance of the
final disposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the Corporation as authorized by this Article.  Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon such
terms and conditions, if any, as the Board of Directors deems appropriate.

       (f) The indemnification and advancement of expenses provided by, or
granted pursuant to, the other subsections of this Article shall not be deemed
exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office.

       (g) The Corporation shall have the power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability asserted against
him and incurred by him in any such capacity, or arising out of his status as
such, whether or not the Corporation would have the power to indemnify him
against such liability under this Article.

                                       14
(h) For purposes of this Article references to "the Corporation" shall
include, in addition to the resulting corporation, any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had the power
and authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under this Article with respect to the resulting or surviving
corporation as he would have with respect to such constituent corporation if its
separate existence had continued.

       (i) The indemnification and advancement of expenses provided by, or
granted pursuant to, this Article shall, unless otherwise provided when
authorized or ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the heirs,
executors and administrators of such a person.

       The foregoing discussion of the company's Certificate of Incorporation,
and of the Delaware General Corporation Law is not intended to be exhaustive and
is qualified in its entirety by such Certificate of Incorporation and statutes,
respectively.

Item 7.  EXEMPTION FROM REGISTRATION CLAIMED
 
       Any restricted securities to be offered or resold pursuant to this
registration statement were issued pursuant to an exemption under Section 4(2)
of the Securities Act, as a non-public offering of securities.

ITEM 8.  EXHIBITS

       The following exhibits are filed as part of this registration statement:

EXHIBIT NO.                  IDENTIFICATION OF EXHIBIT
-----------     ------------------------------------------------------

  4.1/(1)/   -- Common Stock Specimen
  5.1/(1)/   -- Opinion Regarding Legality
  10.1/(1)/  -- Tina Alexander Employment Agreement
  10.2/(1)/  -- Renee Ethridge Employment Agreement
  10.3/(1)/  -- Randall Habel Employment Agreement
  10.4/(1)/  -- Cynthina Heinsohn Employment Agreement
  10.5/(1)/  -- Rockne Horvath Employment Agreement
  10.6/(1)/  -- Karl Perron Employment Agreement
  10.7/(2)/  -- 1995 Employee Stock Option Plan
  23.1/(1)/  -- Consent of Counsel (included in Exhibit 5.1)
  23.2/(1)/  -- Consent of BDO Seidman, independent public accountants
_____________________
(1)  Filed herewith.
(2)  Filed as an exhibit to the company's Form 10-SB, which was filed with the
     SEC on January 27, 1997.

ITEM 9.  UNDERTAKINGS

       (a) The undersigned registrant hereby undertakes:

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

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

                                       15
ii.  To reflect in the prospectus any facts or events arising
                      after the effective date of the registration statement (or
                      the most recent post-effective amendment thereof) which,
                      individually or in the aggregate, represent a fundamental
                      change in the information set forth in the registration
                      statement.  Notwithstanding the foregoing, any increase or
                      decrease in volume of securities offered (if the total
                      dollar value of securities offered would not exceed that
                      which was registered) and any deviation from the low or
                      high and of the estimated maximum offering range may be
                      reflected in the form of prospectus filed with the SEC
                      pursuant to Rule 424(b) if, in the aggregate, the changes
                      in volume and price represent no more than 20 percent
                      change in the maximum aggregate offering price set forth
                      in the "Calculation of Registration Fee" table in the
                      effective registration statement; and

                iii.  To 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, that paragraphs (a)(1)(i) and (ii) do
                      not apply if the registration statement is on Form S-3 or
                      Form S-8, and the information required to be included in a
                      post-effective amendment by those paragraphs is contained
                      in periodic reports filed with or furnished to the SEC by
                      the registrant pursuant to Section 13 or 15(d) of the
                      Exchange Act that are incorporated by reference in the
                      registration statement.

           (2)  That, for the purpose of determining any liability under the
                Securities Act, each such post-effective amendment shall be
                deemed to be a new registration statement relating to the
                securities offered therein, and the offering of such securities
                at that time shall be deemed to be the initial bona fide
                offering thereof.

           (3)  To remove from registration by means of a post-effective
                amendment any of the securities being registered which remain
                unsold at the termination of the offering.

       (b) The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the registrant's
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

       (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the provisions described in Item 6 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

                                       16
SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Houston, State of Texas, on the 16th day of October,
1998.

                                GK INTELLIGENT SYSTEMS, INC.

                                By  /s/ GARY F. KIMMONS
                                    -------------------
                                    GARY F. KIMMONS, Chief Executive Officer

                         ____________________________

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

Signature                Title                          Date
---------                -----                          ----

/s/ GARY F. KIMMONS      Chief Executive Officer        October 16, 1998
---------------------                                              
GARY F. KIMMONS          Chief Financial Officer
                         (Principal Financial
                         and Accounting Officer) 
                         and Director

/s/   GERALD ALLEN       Director                       October 16, 1998
------------------                                                 
GERALD ALLEN

/s/ JOHN PAUL DEJORIA    Director                       October 16, 1998
---------------------
JOHN PAUL DEJORIA

                                       17