<PAGE>
 
    As filed with the Securities and Exchange Commission on April 13, 1998

                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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)                                  


       Marathon Oil Tower                         Gary F. Kimmons         
   5555 San Felipe, Suite 625                   Marathon Oil Tower.       
      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)  


                        ADY WIERNIK WARRANT AGREEMENT
                          (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
                               Fax (713) 659-2430

                               _________________

                        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                    60,250          $1.75                $105,438          $ 30
-----------------------------------------------------------------------------------------------------------
   TOTAL                                                                                  $ 30
=========================================================================================================== 
</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
     April 9, 1999.
<PAGE>
 
                                    PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS


ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents filed by GK Intelligent Systems, Inc. ("Company"
or "Registrant") with the Securities and Exchange Commission are incorporated
herein by reference:

       1.  The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or,
either (i) the Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended ("Securities Act") that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or 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 Company 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

       Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Article X 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 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 

                                      II-1
<PAGE>
 
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.

       (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

                                      II-2
<PAGE>
 
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

       Not Applicable

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(2)    --Opinion Regarding Legality
  10.1(2)    --Ady Wiernik Warrant Agreement
  23.1(2)    --Consent of Counsel (included in Exhibit 5.1)
  23.2(2)    --Consent of BDO Seidman, LLP independent certified public
               accountants 
_____________________

(1)  Filed as an exhibit to the Company's registration statement on Form 10-SB 
     SEC File No. 000-22057 and incorporated by reference herein.
(2)  Filed herewith.

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;

                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
       Commission 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

                                      II-3
<PAGE>
 
                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
       Commission 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.

                                      II-4
<PAGE>
 
                                   SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 12th day of April,
1999.

                                GK INTELLIGENT SYSTEMS, INC.


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

                          ____________________________

     Pursuant to the requirements of the Securities Act of 1933, 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   April 12, 1999
-----------------------                                          
GARY F. KIMMONS          Chief Financial Officer
                         (Principal Financial
                          and Accounting Officer) 
                          and Director

/s/ GERALD ALLEN          Director                  April 12, 1999
-----------------------                                          
GERALD ALLEN

/s/ JOHN PAUL DEJORIA     Director                  April 12, 1999
-----------------------                                          
JOHN PAUL DEJORIA

                                      II-5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 20378}]
{"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": "333-76177", "film-number": "99592816"}, "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 April 13, 1998

                                                 Registration No. 333-__________

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

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  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)                                  

       Marathon Oil Tower                         Gary F. Kimmons         
   5555 San Felipe, Suite 625                   Marathon Oil Tower.       
      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)  

                        ADY WIERNIK WARRANT AGREEMENT
                          (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
                               Fax (713) 659-2430

                               _________________

                        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                    60,250          $1.75                $105,438          $ 30
-----------------------------------------------------------------------------------------------------------
   TOTAL                                                                                  $ 30
===========================================================================================================
____________
(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
     April 9, 1999.
PART II
                    INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

       The following documents filed by GK Intelligent Systems, Inc. ("Company"
or "Registrant") with the Securities and Exchange Commission are incorporated
herein by reference:

       1.  The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), or,
either (i) the Company's latest prospectus filed pursuant to Rule 424(b) under
the Securities Act of 1933, as amended ("Securities Act") that contains audited
financial statements for the Company's latest fiscal year for which such
statements have been filed, or (ii) the Company's effective Registration
Statement on Form 10 or 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 Company 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

       Not Applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

       Article X 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 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 

                                      II-1
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.

       (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

                                      II-2
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

       Not Applicable

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(2)    --Opinion Regarding Legality
  10.1(2)    --Ady Wiernik Warrant Agreement
  23.1(2)    --Consent of Counsel (included in Exhibit 5.1)
  23.2(2)    --Consent of BDO Seidman, LLP independent certified public
               accountants 
_____________________

(1)  Filed as an exhibit to the Company's registration statement on Form 10-SB 
     SEC File No. 000-22057 and incorporated by reference herein.
(2)  Filed herewith.

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;

                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
       Commission 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

                                      II-3
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
       Commission 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.

                                      II-4
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on the 12th day of April,
1999.

                                GK INTELLIGENT SYSTEMS, INC.

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

                          ____________________________

     Pursuant to the requirements of the Securities Act of 1933, 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   April 12, 1999
-----------------------                                          
GARY F. KIMMONS          Chief Financial Officer
                         (Principal Financial
                          and Accounting Officer) 
                          and Director

/s/ GERALD ALLEN          Director                  April 12, 1999
-----------------------                                          
GERALD ALLEN

/s/ JOHN PAUL DEJORIA     Director                  April 12, 1999
-----------------------                                          
JOHN PAUL DEJORIA

                                      II-5