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


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                                    FORM 10-Q




                 (X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2000


                                       OR


                ( ) TRANSITION REPORT UNDER SECTION 13 OR 15 (d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

                           Commission File No. 1-10588


                                INTELLICALL, INC.

             (Exact name of registrant as specified in its charter)



             Delaware                                    75-1993841
  (State or other jurisdiction of                      (I.R.S. Employer
   incorporation or organization)                   Identification number)


                            2155 Chenault, Suite 410

                              Carrollton, TX 75006

                    (Address of Principal Executive Offices)


                                 (972) 416-0022

              (Registrant's telephone number, including area code)



Indicate by check mark whether the  Registrant (1) has filed all reports to be
filed by Section 13 or 15 (d) of the Securities  Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing  requirements  for
the past 90 days.

         Yes   X                                            No
             ----                                               ----

Indicate the number of shares  outstanding of each of the issuer's  classes of
common stock, as of the latest practicable date.

                                                            Outstanding at
                    Class                                   November 14, 2000
  ----------------------------------------------           -----------------
         Common Stock $.01 par value                          13,081,889
--------------------------------------------------------------------------------





<PAGE>
INDEX

INTELLICALL, INC.

Part I.  Financial Information
<TABLE>
<CAPTION>

 Item 1.      Financial Statements
<S>           <C> <C>                                                                                           <C>
                  Balance Sheets at September 30, 2000 (Unaudited) and December 31, 1999........................2

                  Statements of Operations for each of the three month periods
                   ended September 30, 2000 and 1999 (Unaudited)................................................4

                  Statements of Operations for each of the nine month periods
                   ended September 30, 2000 and 1999 (Unaudited)................................................5

                  Statement of Stockholders' Equity for the nine months ended
                   September 30, 2000 (Unaudited)...............................................................6

                  Statements of Cash Flows for each of the nine month periods
                   ended September 30, 2000 and 1999 (Unaudited) ...............................................7

                  Notes to Financial Statements (Unaudited) ....................................................8

     Item 2.      Management's Discussion and Analysis of
                  Financial Condition and Results of Operations.................................................16


Part II.          Other Information

     Item 1.      Legal Proceedings ............................................................................23

     Item 6.      Exhibits and Reports on Form 8-K..............................................................23

     Signatures   ..............................................................................................24
</TABLE>



                                      -1-
<PAGE>


INTELLICALL, INC.
UNAUDITED BALANCE SHEETS


<TABLE>
<CAPTION>
ASSETS
(in thousands)

                                                                                      September 30,      December 31,
                                                                                            2000              1999
                                                                                            ----              ----
<S>                                                                                       <C>                <C>
Current assets
     Cash and cash equivalents ........................................                   $3,899             $ 694
     Receivables, net of allowance for doubtful accounts
          of $1,771 and $764...........................................                      651             1,455
     Inventories, net..................................................                    2,401             3,088
     Receivables from related party, net ..............................                      159             1,258
     Deferred tax asset................................................                       --             1,500
     Other current assets..............................................                       93               157
                                                                                          ------           -------
          Total current assets.........................................                    7,203             8,152
Fixed assets, net......................................................                      600               980
Investment in unconsolidated subsidiary................................                       --             1,835
Other assets, net......................................................                      698               637
Assets of discontinued operations, net.................................                      139               513
                                                                                          ------           -------
     Total assets......................................................                   $8,640           $12,117
                                                                                          ======           =======








See notes to financial statements.
</TABLE>

                                      -2-
<PAGE>


INTELLICALL, INC.
UNAUDITED BALANCE SHEETS (Continued)

<TABLE>
<CAPTION>
LIABILITIES AND STOCKHOLDERS' EQUITY
(in thousands, except share information)
                                                                                    September 30,            December 31,
                                                                                        2000                    1999
                                                                                        ----                    ----

<S>                                                                                 <C>                     <C>
Current liabilities
     Accounts payable..........................................                     $   708                 $ 1,798
     Accrued liabilities.......................................                         515                     610
     Current portion of long-term debt ........................                          --                   2,630
     Deferred tax liability ...................................                         589                      --
                                                                                    -------                  ------
     Total current liabilities.................................                       1,812                   5,038
Long-term debt ................................................                       1,945                   6,557
Deferred gain on sale of assets................................                          --                     730
Other liabilities..............................................                          50                      50
Liabilities of discontinued operations.........................                          21                      80
                                                                                    -------                  ------
      Total liabilities........................................                       3,828                  12,455
                                                                                    -------                  ------
Commitments and contingent liabilities.........................                          --                      --
Stockholders' equity (deficit)
     Common stock, $.01 par value; 20,000,000 shares
          authorized; 13,081,889 and 13,080,175 shares issued,
          respectively.........................................                         131                     131
     Additional paid-in capital................................                      61,604                  61,486
     Less common stock in treasury, at cost;
          24,908 shares........................................                        (258)                   (258)
     Accumulated deficit.......................................                     (56,665)                (61,697)
                                                                                    -------                 -------
          Total stockholders' equity (deficit).................                       4,812                    (338)
                                                                                    -------                 -------
                                                                                    $ 8,640                 $12,117
                                                                                    =======                 =======



See notes to financial statements.
</TABLE>

                                      -3-
<PAGE>


<TABLE>
<CAPTION>
INTELLICALL, INC.
UNAUDITED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)



                                                                                        Three Months Ended
                                                                                           September 30,
                                                                                     2000                 1999
                                                                                     ----                 ----
<S>                                                                               <C>                  <C>
Equipment sales..................................................                 $ 1,253             $ 2,830
Cost of sales and revenues.......................................                   1,060               2,390
                                                                                  -------             -------
Gross profit.....................................................                     193                 440

Selling, general and administrative expenses.....................                   1,394               1,683
Provision for doubtful accounts..................................                     654                  57
                                                                                  -------             -------
Operating loss from continuing operations........................                  (1,855)             (1,300)
Gain on sale of stock............................................                      12                  --
Other income.....................................................                      27                  16
Interest income..................................................                      70                  26
Interest expense.................................................                    (125)               (330)
Equity in the loss of unconsolidated subsidiary..................                      --                (212)
                                                                                  -------             -------

Loss from continuing operations before income taxes..............                  (1,871)             (1,800)
Income tax benefit...............................................                   1,349                  --
                                                                                  -------             -------

Loss from continuing operations..................................                    (522)             (1,800)
Loss from discontinued operations................................                    (117)               (189)
                                                                                  -------             -------
Net loss.........................................................                 $  (639)            $(1,989)
                                                                                  =======             ========

Basic and diluted net loss per share from continuing
  operations.....................................................                 $ (0.04)            $ (0.15)
                                                                                  =======             =======
Basic and diluted net loss per share from discontinued
  operations.....................................................                 $ (0.01)            $ (0.02)
                                                                                  =======             =======
Basic and diluted net loss per share.............................                 $ (0.05)            $ (0.17)
                                                                                  =======             =======
Weighted average number of basic and diluted shares outstanding..                  13,057              12,055
                                                                                  =======             =======

See notes to financial statements.
</TABLE>


                                      -4-
<PAGE>





<TABLE>
<CAPTION>
INTELLICALL, INC.
UNAUDITED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts)

                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                                     2000                 1999
                                                                                     ----                 ----

<S>                                                                               <C>                  <C>
Equipment sales..................................................                 $ 3,282              $  9,210
Cost of sales and revenues.......................................                   3,161                 8,312
                                                                                  -------              --------
Gross profit ....................................................                     121                   898

Selling, general and administrative expenses.....................                   4,882                 5,634
Provision for doubtful accounts..................................                   1,013                   142
                                                                                  -------              --------
Operating loss from continuing operations........................                  (5,774)               (4,878)
Gain on sale of stock............................................                  13,907                    --
Other income.....................................................                      84                   181
Interest income..................................................                     164                   146
Interest expense.................................................                    (834)               (1,336)
Equity in the loss of unconsolidated subsidiary..................                     (51)                 (833)
                                                                                  -------              --------
Income (loss) from continuing operations before income taxes.....                   7,496                (6,720)
Income tax expense...............................................                  (2,250)                   --
                                                                                  -------              --------

Income (loss) from continuing operations.........................                   5,246                (6,720)
Loss from discontinued operations................................                    (117)                 (557)
                                                                                  -------              --------
Income (loss) before extraordinary items.........................                   5,129                (7,277)
Extraordinary items - loss on early extinguishment of debt,
  net of $61 tax benefit.........................................                     (97)                   --
                                                                                  -------              --------

Net income (loss)................................................                 $ 5,032              $ (7,277)
                                                                                  =======              ========

Basic net income (loss) per share from continuing operations.....                 $  0.40              $  (0.56)
                                                                                  =======              ========
Diluted net income (loss) per share from continuing
  operations.....................................................                 $  0.37              $  (0.56)
                                                                                  =======              ========
Basic and diluted net loss per share from discontinued
  operations  ...................................................                 $ (0.01)             $  (0.04)
                                                                                  =======              ========
Basic and diluted net loss per share from extraordinary items....                 $ (0.01)             $     --
                                                                                  ========             ========
Basic net income (loss) per share................................                 $  0.38              $  (0.60)
                                                                                  =======              ========
Diluted  net income (loss) per share.............................                 $  0.35              $  (0.60)
                                                                                  =======              ========
Weighted average number of basic shares outstanding..............                  13,056                12,045
                                                                                  =======              ========
Weighted average number of diluted shares outstanding............                  14,404                12,045
                                                                                  =======              ========
See notes to financial statements.
</TABLE>

                                      -5-
<PAGE>

<TABLE>
<CAPTION>
INTELLICALL, INC.
UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands)
                                                                    Additional
                                                Common Stock          Paid-in            Treasury Stock     Accumulated
                                                ------------                             --------------
                                            Shares      Amount        Capital            Shares    Cost        Deficit      Total
                                            ------      ------        -------            ------    ----        -------      -----
       <S>                                  <C>          <C>          <C>                 <C>      <C>        <C>          <C>
       Balances at January 1, 2000          13,080       $ 131        $61,486             (25)     $(258)     $(61,697)    $ (338)
          Employee stock purchase plan           2          --              1              --         --            --          1
          Issuance of warrants                  --          --            117              --         --            --        117
          Net income                            --          --             --              --         --         5,032      5,032
                                            ------       -----        -------            ----      -----       -------     ------


       Balances at September 30, 2000       13,082       $ 131        $61,604             (25)     $(258)     $(56,665)    $4,812
                                            ======       =====        =======             ===      =====      ========     ======


       See notes to financial statements.
</TABLE>














                                      -6-
<PAGE>

<TABLE>
<CAPTION>
INTELLICALL, INC.
UNAUDITED STATEMENTS OF CASH FLOWS (in thousands)
                                                                                               Nine Months Ended
                                                                                                 September 30,
                                                                                             2000               1999
                                                                                             ----               ----
<S>                                                                                        <C>                 <C>
Cash flows from operating activities:
     Net income (loss)..........................................                            $5,032             $ (7,277)
     Adjustments to reconcile net income (loss) to net cash
      provided by continuing operations:
        Loss from discontinued operations.......................                               117                  557
        Gain on sale of stock...................................                           (13,907)                  --
        Depreciation and amortization...........................                               803                1,537
        Provision for doubtful accounts.........................                             1,013                  142
        Provision for inventory losses..........................                               305                  120
        Equity in loss of unconsolidated subsidiary.............                                51                  833
        Changes in operating assets and liabilities:
            Receivables.........................................                              (210)               2,712
            Inventories.........................................                               382                1,249
            Receivables from related party, net.................                               102                  371
            Other current assets................................                                64                 (167)
            Notes receivable....................................                                --                  166
            Accounts payable ...................................                            (1,090)                 396
            Accrued income taxes ...............................                             2,089                   --
            Accrued liabilities.................................                               (95)                  55
            Other...............................................                                11                  (64)
                                                                                          --------              -------
              Net cash (used in) provided by continuing operations                          (5,333)                 630
Cash flows from investing activities:
     Net cash flows from discontinued operations................                               199                2,161
     Capital expenditures.......................................                                --                 (162)
     Capitalized software.......................................                                --                 (815)
     Cash received on sale of stock.............................                            15,769                   --
                                                                                          --------              -------
                 Net cash provided by (used in) investing activities                        15,968                1,184
Cash flows from financing activities:
     (Repayments) borrowings on notes payable...................                            (7,430)               1,000
     Net repayments on line of credit...........................                                --               (2,811)
                                                                                          --------              -------
                Net cash used in financing activities...........                            (7,430)              (1,811)
Net increase in cash and cash equivalents.......................                             3,205                    3
Cash and cash equivalents at beginning of period................                               694                   16
                                                                                          --------              -------

Cash and cash equivalents at end of period......................                          $  3,899              $    19
                                                                                          ========              =======
Supplemental cash flow information:
  Interest paid.................................................                          $    827              $ 1,180
                                                                                          ========              =======

  Income taxes paid.............................................                          $    100              $    --
                                                                                          ========              =======
Non-cash investing transactions:
  Issuance of stock warrants                                                              $    117              $    --
                                                                                          ========              =======

See notes to financial statements.
</TABLE>


                                      -7-
<PAGE>


INTELLICALL, INC
NOTES TO UNAUDITED FINANCIAL STATEMENTS

NOTE 1 - BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

         The accompanying unaudited financial statements,  in the opinion of the
Company's  management,  contain all material,  normal and recurring  adjustments
necessary to present  accurately the financial  condition of the Company and the
results of its operations for the periods  indicated.  The results of operations
for the interim periods  reported are not necessarily  indicative of the results
to be experienced for the entire year.

         These unaudited financial statements should be read in conjunction with
the  financial  statements  and notes thereto  included in the Company's  Annual
Report  on Form  10-K  for  the  year  ended  December  31,  1999,  as  amended.
Significant  accounting  policies  followed by the Company were disclosed in the
notes to the Company's  Annual Report on Form 10-K.  The year-end  balance sheet
data included herein was derived from the audited financial statements, but does
not include all of the  disclosures  required by generally  accepted  accounting
principles.

          Business:  Intellicall, Inc. ("Intellicall" or the "Company")
designs, engineers,  manufactures and sells pay telephones and retrofit kits
and parts in the United States and internationally.

          Creation  of ILD  Telecommunications,  Inc.  ("ILD"):  On May  10,
1996,  the  Company  entered  into an agreement with certain investor groups
to create ILD, a new  long-distance  re-sale and operator  services company.
At that time the Company  transferred  ownership in its wholly owned
subsidiary,  Intellicall  Operator  Services, Inc. ("IOS"), to ILD.

          On January 4, 2000 the Company was notified by ILD of its intention to
redeem Intellicall's interest in ILD's Series B preferred convertible stock. ILD
is to redeem 5,000 shares for $100 per share plus accrued and unpaid  dividends.
As of September 30, 2000, ILD had remitted $.3 million to the Company, redeeming
1,975 shares of the Series B preferred  convertible  stock and became current on
all accrued and unpaid  dividends.  As a result of the transaction,  the Company
recorded a $.1 million gain on the sale of the stock to ILD.  Proceeds  from the
sale were used for general operating purposes.

          On April 11, 2000 the Company sold the majority of its interest in ILD
(See Note 8). Accordingly,  the Company discontinued reporting its investment in
ILD on the  equity  method  under  the  caption  "Investment  in  Unconsolidated
Subsidiary"  as was required under the  Accounting  Principles  Board Opinion 18
("APB 18") "The Equity Method of Accounting for Investments in Common Stock." As
of April 11,  2000 the  Company no longer  reports a portion of gains and losses
from ILD in its financial statements. Additionally, the Company has reported its
investment in ILD with its other investments under the caption "Other Assets".

          As of September 30, 2000 and December 31, 1999,  the Company's
ownership  percentage in ILD was 2.7% and 30.0%.

                                      -8-
<PAGE>

          Software Development Costs:  Effective January 1, 2000 and as a result
of the impairment  charge on capitalized  software costs recorded by the Company
on December  31,  1999,  the Company  decided to expense as incurred  all future
costs related to the  development of software  products for payphone  equipment.
The amounts of software  development  costs  capitalized  for the quarters ended
September 30, 2000 and 1999 were zero and $.3 million. The Company recorded zero
and  $.2  million  of  software  amortization  expense  for the  quarters  ended
September 30, 2000 and 1999.  Approximately $.1 million of software  development
costs were  expensed as incurred  during the three  months ended  September  30,
2000.

          The amounts of software  development  costs  capitalized  for the nine
months ended September 30, 2000 and 1999 were zero and $.8 million.  The Company
recorded  zero and $.7  million of  software  amortization  expense for the nine
months ended September 30, 2000 and 1999.  Approximately $.4 million of software
development  costs  were  expensed  as  incurred  during the nine  months  ended
September 30, 2000.


          Reclassifications:  Certain  prior year amounts have been
reclassified  to conform with the current year presentation.


NOTE 2 - INVENTORIES
The components of inventories are (in thousands):

                                           September 30,          December 31,
                                               2000                  1999
                                               ----                  ----
Raw materials  ......................        $ 3,167               $ 3,362
Work in process......................             27                   133
Finished goods ......................            698                 1,003
                                             -------               -------
                                               3,892                 4,498
Less reserves for obsolescence......          (1,491)               (1,410)
                                             -------               -------
Net inventory                                $ 2,401               $ 3,088
                                             =======               =======


                                      -9-
<PAGE>



NOTE 3 - FIXED ASSETS

<TABLE>
<CAPTION>
The components of fixed assets are (in thousands):
                                                               September 30,          December 31,
                                                                   2000                  1999
                                                                   ----                  ----

<S>                                                            <C>                    <C>
Office equipment.....................                          $ 3,340                $ 3,404
Tooling and other equipment..........                            5,001                  5,001
                                                               -------                -------
                                                                 8,341                  8,405
Less accumulated depreciation.............                      (7,741)                (7,425)
                                                               -------                -------
                                                               $   600                $   980
                                                               =======                ==-====
</TABLE>

NOTE 4 - LONG-TERM DEBT

<TABLE>
<CAPTION>
          The Company's debt consisted of the following (in thousands):


                                                               September 30,          December 31,
                                                                   2000                  1999
                                                                   ----                  ----

<S>      <C>                                                   <C>                      <C>
         8% Convertible subordinated notes, due 2000           $     --                 $ 2,630
         8% Convertible subordinated notes, due 2001                200                   5,000
         7% Convertible subordinated notes, due 2004              2,000                   2,000
                                                               --------                 -------
                                                                  2,200                   9,630

         Less:  Unamortized debt discount                          (255)                   (443)
                                                               --------                 -------
                                                                  1,945                   9,187


         Less:  Current portion of long-term debt                    --                  (2,630)
                                                               --------                 -------
              Total long-term debt                             $  1,945                 $ 6,557
                                                               ========                 =======
</TABLE>


              On February  11, 2000 the Company  signed a $.5 million  revolving
promissory note with Bank of America due February 11, 2001.  Interest is payable
monthly at Prime  commencing  on March 11, 2000 with the  principal  of the note
guaranteed by Bill Hunt,  Chairman of the Board of Intellicall.  The Company may
repay and  re-borrow  under  the terms of the note at any time,  up to a maximum
aggregate outstanding balance equal to the principal amount of the note.

                                      -10
<PAGE>

NOTE 4 - LONG-TERM DEBT (Continued)

Proceeds of the note were used for working capital purposes.  On May 1, 2000 the
Company  used a portion of the  proceeds  from the sale of its  ownership in ILD
(See Note 8) to retire the $.5 million note to Bank of America.

         On April 27, 2000 the Company used a portion of the  proceeds  from the
sale of its ownership in ILD (See Note 8) to retire the  remaining  $2.6 million
8.0%  convertible  subordinated  notes due December 31, 2000 and $4.8 million of
the 8.0% convertible subordinated notes due November 22, 2001, both due to Banca
del Gottardo. The Company incurred a $.1 million expense, net of $.06 income tax
benefit,  relating to the  extinguishment  of the $2.6 million 8.0%  convertible
subordinated  notes  due  December  31,  2000,  which has been  reported  in its
statements  of  operations  and  statements  of  cash  flow  under  the  caption
"Extraordinary items - early extinguishment of debt." This expense resulted from
the  Company  paying to Banca del  Gottardo a 6.0%  premium  on the  outstanding
principal  balance  of the note  upon its  retirement  as  required  by the note
agreement.


NOTE 5 - DISCONTINUED OPERATIONS

          On September 22, 1999 the Company  elected to discontinue  its billing
services operations  effective October 21, 1999. The billing services segment of
the  Company's  business was  determined  to be  unprofitable  after taking into
account the  administrative  and support  costs for the segment.  The  Company's
billing services system is a combination of hardware and software that performs,
without  human  intervention,  all the  functions  necessary  for  completing an
operator  assisted  payphone call (i.e.,  collect,  calling card and credit card
calls) and a range of other payphone services and features.  During the quarters
ended September 30, 2000 and 1999, the Company reported a loss from discontinued
operations  of $.1  million and $.2  million.  As a result of this  action,  the
Company's  revenues  and  operating  expenses for the periods  presented  herein
reflect  only the  equipment  operations  with the net  results  of the  billing
services  operations  reported on its statements of operations under the caption
"Income  (loss)  from  discontinued  operations."  Net  revenues  related to the
discontinued  billing  services  operations  were zero and $2.9  million for the
quarters  ended  September 30, 2000 and 1999,  and zero and $9.0 million for the
nine months ended September 30, 2000 and 1999.


NOTE 6 - BUSINESS COMBINATIONS

         On January 18, 2000, Intellicall entered into a definitive agreement to
acquire,  through  the  exchange  of  common  stock  of  Intellicall,  Heads  Up
Technologies,  Inc.  ("Heads  Up") of  Carrollton,  Texas.  On July 24, 2000 the
executives of the Company and Heads Up mutually  announced the  cancellation  of
the merger between the two companies.  The business  opportunities  presented by
the merger,  including  anticipated cost reductions and the ability to expand in
new markets, did not justify the cost of combining the two companies.

                                      -11-
<PAGE>

NOTE 6 - BUSINESS COMBINATIONS (Continued)

         On August 29, 2000,  Intellicall  entered into an agreement and plan of
merger with Wireless WebConnect!  Inc ("WWC"), a reseller of high-speed,  mobile
wireless  internet service.  Pursuant to the merger agreement,  Intellicall will
issue  to  the  shareholders  of  WWC  16,426,420  shares  of  common  stock  of
Intellicall.  After  the  combination,  WWC  will own  approximately  56% of the
outstanding stock of Intellicall.

         The  merger is subject to certain  conditions,  including  approval  by
Intellicall's  stockholders.   There  are  no  assurances  that  the  conditions
precedent will be satisfied or that the merger will be consummated.


NOTE 7 - NEW CONTRACT

          On June 30, 2000 the Company  entered into an agreement  with Homisco,
Inc.   ("Homisco")   whereby,  the  Company  granted  Homisco  a  non-exclusive,
non-transferable  license to use the  Company's  N-Genius  hardware and software
products.  The Company will receive a 15.0% royalty on gross revenues attributed
to the  N-Genius  products  sold by Homisco.  Additionally,  Homisco has assumed
future warranty liabilities on any N-Genius systems currently under warranty.


NOTE 8 - SALE OF ILD STOCK

          On April 11, 2000 the Company sold to Banca del Gottardo the Company's
remaining  ownership  in ILD,  exclusive  of 6,239  shares of Series A preferred
convertible  stock  the  Company  is  required  to  hold  pursuant  to  the  ILD
Organization  Agreement.  The Company's ownership in ILD included  approximately
58,772 shares of ILD Series A convertible  stock, 725 shares of ILD Common stock
and 11,111  shares of ILD Common stock  obtainable  upon  conversion of the $1.0
million subordinated  convertible note (the "Note") due from ILD to Intellicall,
dated May 10, 1996. Pursuant to the sale to Banca del Gottardo,  Intellicall, as
of March 10, 2000,  elected to convert the entire principal  balance of the Note
into 11,111 shares of ILD Common stock.

          The terms of the offer  included the purchase of the  ownership of ILD
(70,608  combined  shares of Series A and Common  shares)  for $220 per share or
$15.5 million. The Company previously reported in error that it had an option to
repurchase  such shares at $250 per share.  The  Company and Banca del  Gottardo
entered into an amendment  to the ILD stock  purchase  agreement on June 1, 2000
that was intended to delete the provision of that  agreement  providing for such
option.  The Company has filed the corrected  amendment with this Report on Form
10-Q,  which deletes the option as intended by both  parties.  The Company has a
right of first refusal, should Banca del Gottardo desire to transfer or sell the
ILD stock to a third  party.  The  Company  recorded a gain on the sale of $13.8
million. As a result of the ILD stock sale to Banca del Gottardo,  the Company's
ownership  in ILD  decreased  to 2.7%.  Accordingly,  the  Company  discontinued
reporting its investment in ILD on the equity method of accounting and no longer
reports a portion of gains and losses from ILD in its




                                      -12-
<PAGE>


financial  statements (See Note 1).


NOTE 8 - SALE OF ILD STOCK (Continued)

          The  Company  received  $1.0  million on March 13, 2000 from Banca del
Gottardo as an advance payment toward the ILD stock sale. On April 27, 2000, the
Company received the remaining proceeds from Banca del Gottardo.

          Proceeds  of the stock  sale have been used to pay off all of the $2.6
million,  8% convertible  subordinated noted due December 31, 2000, $4.8 million
of the $5.0 million,  8% convertible  subordinated  noted due November 22, 2001,
and the $.5 million  revolving  promissory  note due February 11, 2001 (See Note
4). The remainder of the proceeds will be used for working capital purposes.

          On July 11, 2000 the  Company  issued  warrants  to  purchase  100,000
shares of the Company's common stock at $1.25 per share and warrants to purchase
100,000  shares of the  Company's  common  stock at $1.00 per share to Banca del
Gottardo. These warrants were issued in lieu of transaction fees for the sale of
the Company's interest in ILD to Banca del Gottardo and subsequent retirement of
the $2.6 million 8%  convertible,  subordinated  notes due December 31, 2000 and
$4.8 million of the $5.0 million 8% convertible, subordinated notes due November
22, 2000 (See Note 4).  Although the  issuance of the warrants was  finalized on
July 11, 2000, it was contemplated during the second quarter as part of the sale
of the Company's  interest in ILD. As such, the Company  recorded the fair value
of the  warrants as  additional  paid in capital in the second  quarter and as a
cost of the sale of ILD stock.

NOTE 9 - INCOME TAXES

          The Company provided for income taxes on a current year-to-date basis,
based on the effective  tax rate  expected to be applicable  for the full fiscal
year. As a result, the Company recorded an income tax expense of $2.3 million.


NOTE 10 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE

          Basic and  diluted  net income  (loss) per share has been  computed in
accordance  with the  Statement of Financial  Standards  No. 128  "Earnings  per
Share" ("FAS 128") and is based on the weighted  average number of common shares
outstanding  for the quarters and nine months ended September 30, 2000 and 1999.
Diluted  net income  (loss) per share  gives  effect to all  dilutive  potential
common shares that were outstanding during the period.




                                      -13-
<PAGE>

NOTE 10 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Continued)

The weighted average basic and diluted common shares  outstanding are as follows
(in thousands):
<TABLE>
<CAPTION>

                                                                                     Quarter ended
                                                                 September 30, 2000                 September 30, 1999
                                                                Basic        Diluted               Basic        Diluted
                                                                -----        -------               -----        -------
<S>                                                             <C>            <C>                   <C>          <C>
Net loss
Income (loss) from continuing operations                        $ (522)        $  (522)              $(1,800)     $(1,800)
Loss from discontinued operations                                 (117)           (117)                 (189)        (189)
                                                                ------         -------               -------      -------

Net loss                                                        $ (639)        $  (639)              $(1,989)     $(1,989)
                                                                ======         =======               =======      =======

Average equivalent shares
Weighted average shares outstanding                             13,057          13,057                12,055       12,055
                                                                ======         =======               =======       ======


                                                                                     Nine months ended
                                                                September 30, 2000                  September 30, 1999
                                                               Basic         Diluted               Basic        Diluted
                                                               -----         -------              -----         -------

Net income (loss)
Income (loss) from continuing operations                        $ 5,246        $ 5,246            $(6,720)        $(6,720)
Interest charges applicable to convertible debt
                                                                     --             72                 --              --
                                                                -------        -------            -------         -------
Income (loss) from continuing operations                          5,246          5,318             (6,720)         (6,720)
Loss from discontinued operations                                  (117)          (117)              (557)           (557)
                                                               --------        -------            -------         -------
Income (loss) before extraordinary item                           5,129          5,201             (7,277)         (7,277)
Extraordinary item, net                                             (97)           (97)                --              --
                                                               --------        -------            -------         -------

Net income (loss)                                               $ 5,032        $ 5,104            $(7,277)        $(7,277)
                                                                =======        =======            =======         =======


Average equivalent shares
Weighted average shares outstanding                              13,056         13,056              12,045          12,045
Warrants to purchase common shares                                   --             17                  --              --
Convertible debt                                                     --          1,331                  --              --
                                                                -------        -------            --------        --------
Total average shares equivalent                                  13,056         14,404              12,045          12,045

                                                                =======        =======            ========        ========
</TABLE>




                                      -14-
<PAGE>

NOTE 10 - BASIC AND DILUTED NET INCOME (LOSS) PER SHARE (Continued)

          Excluded  from the  diluted  earnings  per share  calculation  for the
quarter  and nine  months  ended  September  30,  2000 are  options to  purchase
1,436,980  shares of the  Company's  common  stock.  Additionally,  warrants  to
purchase  1,809,623 and 1,509,623 shares of the Company's common stock as of the
quarter and year to date ended September 30, 2000 were excluded from the diluted
earnings per share calculation. These options and warrants were excluded because
they have an  antidilutive  effect as their  exercise  price exceeds the average
market price of the Company's common stock.


NOTE 11 - WORKING CAPITAL FUNDING


                  Beyond 2000,  the  Company's  ability to obtain  further funds
from external sources will depend on its ability to find new strategic  partners
and/or  opportunities.  Although management of the Company believes that the WWC
acquisition will provide a strategic partnership, there can be no assurance that
the conditions precedent to the merger will be satisfied or that the merger will
be consummated.  In the event of the consummation of the merger, there can be no
assurance  that external  funds would be available  or, if available,  would not
potentially dilute shareholders' interests or returns.











                                      -15-
<PAGE>



ITEM 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

         The accompanying unaudited financial statements,  in the opinion of the
Company's  management,  contain all material,  normal and recurring  adjustments
necessary to present  accurately the financial  condition of the Company and the
results of its operations for the periods  presented.  The results of operations
for the periods  reported are not  necessarily  indicative  of the results to be
experienced for the entire year.

         The  following  discussion  of the  financial  condition and results of
operations  of the  Company  should be read in  conjunction  with the  Financial
Statements of the Company,  the Notes thereto and information included elsewhere
in this report.  References in the following  discussion to annual periods refer
to the Company's years ended December 31, 1999.


Forward-Looking Statements - Cautionary Statements

         This Form 10-Q contains certain "forward-looking statements" within the
meaning  of  Section  27A of  the  Securities  Act  of  1933,  as  amended  (the
"Securities  Act"),  and Section 21E of the Securities  Exchange Act of 1934, as
amended (the "Exchange Act"). Specifically, all statements other than statements
of historical  facts included in this report  regarding the Company's  financial
position,  business  strategy  and plans and  objectives  of  management  of the
Company   for  future   operations   are   forward-looking   statements.   These
forward-looking statements are based on the beliefs of the Company's management,
as well  as  assumptions  made by and  information  currently  available  to the
Company's  management.  When  used  in  this  report,  the  words  "anticipate,"
"believe,"  "estimate,"  "expect,"  "intend",  and words or  phrases  of similar
import,  as they relate to the Company or Company  management,  are  intended to
identify   forward-looking   statements.   Such  statements   (the   "cautionary
statements")  reflect the current  view of the  Company  with  respect to future
events  and are  subject  to risks,  uncertainties  and  assumptions  related to
various factors including,  without  limitation,  competitive  factors,  general
economic  conditions,  customer  relations,   relationships  with  vendors,  the
interest rate environment, governmental regulation and supervision, seasonality,
product introductions and acceptance,  technological change, changes in industry
practices and one-time events.  Although the Company believes that  expectations
are reasonable, it can give no assurance that such expectations will prove to be
correct.  Based upon changing conditions,  should any one or more of these risks
or  uncertainties  materialize,  or  should  any  underlying  assumptions  prove
incorrect,  actual results may vary materially  from those  described  herein as
anticipated,  believed,  estimated, expected or intended. All subsequent written
and oral  forward-looking  statements  attributable  to the  Company  or persons
acting on its behalf are expressly qualified in their entirety by the applicable
cautionary  statements.  The Company's future operating results are subject to a
number of risks and uncertainties.


                                      -16-
<PAGE>


Risk Factors Relating to Forward-Looking Statements

Regulatory  Changes.  The Company's  sales and revenues are affected by existing
regulations and by changes in state and federal regulations to which the Company
and its  customers are subject.  The rate of change in proposed and  promulgated
regulations  affecting  payphone  manufacturers has accelerated since passage of
the  Telecommunications  Act of 1996 in  February  of that  year.  In  addition,
numerous  parties  affected by regulatory  changes have sought  modifications or
rescission of proposed or existing  regulations,  some of which would  adversely
affect  the  Company  if  adopted.  There  can  be no  assurance  that  proposed
regulatory  changes that might adversely affect the Company will not be adopted,
or that  existing  regulations  that may benefit  the  Company's  operations  if
implemented   will  not  be  rescinded  or  delayed  in  their   implementation.
Furthermore, many aspects of telecommunications legislation and regulations have
been  litigated in various  federal and state courts.  Decisions  emanating from
federal and state courts could have an adverse effect on the Company.

Volume and  Profitability  of Equipment  Sales.  The Company  develops and sells
products  into  mature  markets  that have  limited  opportunity  for growth and
expansion.  The Company's  long-term financial welfare will depend on deeper and
more profitable  penetration  within these markets.  Furthermore,  the Company's
ability to implement and execute an effective business strategy for new products
and services,  will directly  effect the Company's  ability to generate  working
capital and fund growth.  Funds  available to the Company from external  sources
may be  insufficient  to  finance  growth in  working  capital,  and  internally
generated  funds may be  insufficient  to finance  desired  capital  spending or
research and development spending.

         The  Company  has  historically  suffered  from low  gross  margins  on
equipment sales. Although provisions for inventory losses, bad debt and warranty
reserves resulted in negative gross margins through 1998, the Company's variable
gross margins on phone and network equipment products introduced since 1998 have
improved.  Notwithstanding such improvement, increased equipment sales volume is
required in future  periods to cover a variety of costs.  Such costs include but
may not be limited to fixed manufacturing overhead expenses and selling, general
and  administrative  expenses  associated  with the  production  and sale of the
Company's  products.  There is no guarantee that the required  increase in sales
will generate  sufficient gross profit to finance the portion of working capital
growth not financed externally.



                                      -17-
<PAGE>


Changes in Presentation

         On September 22, 1999 the Company  elected to  discontinue  its billing
services  operations  effective  October 21,  1999 (See Note 5 to the  unaudited
Financial  Statements).  The billing services segment of the Company's  business
was determined to be unprofitable  after taking into account the  administrative
and support costs for that segment.  The Company's  billing services system is a
combination of hardware and software that performs,  without human intervention,
all the functions  necessary for completing an operator  assisted  payphone call
(i.e.,  collect,  calling  card  and  credit  card  calls)  and a range of other
payphone  services  and  features.  As a result of this  action,  the  Company's
revenues and operating  expenses for the periods  presented  herein reflect only
the equipment operations with the net results of the billing services operations
reported in its statements of operations  under the caption  "Income (loss) from
discontinued  operations".  Prior periods have been presented  under the revised
format.

          On April 11, 2000 the Company sold to Banca del Gottardo the Company's
remaining  ownership  in ILD,  exclusive  of 6,239  shares of Series A preferred
convertible  stock  the  Company  is  required  to  hold  pursuant  to  the  ILD
Organization Agreement (See Note 8 to the unaudited Financial Statements).  As a
result, the Company's ownership in ILD, as of April 11, 2000, decreased to 2.7%.
Accordingly,  the Company  discontinued  reporting its  investment in ILD on the
equity method under the caption "Investment in Unconsolidated Subsidiary" as was
required under the Accounting Principles Board Opinion 18 ("APB 18") "The Equity
Method of Accounting for  Investments in Common Stock." The Company has reported
its  investment  in ILD with its  other  investments  under the  caption  "Other
Assets" as of the quarter ended September 30, 2000. (See Note 1 to the unaudited
Financial Statements).

Recent Developments

         On January 4, 2000 the Company was notified by ILD  Telecommunications,
Inc. ("ILD") of its intention to redeem Intellicall's interest in ILD's Series B
preferred  convertible  stock.  ILD is to redeem 5,000 shares for $100 per share
plus accrued and unpaid  dividends.  As of September 30, 2000,  ILD had remitted
$.3 million to the  Company,  redeeming  1,975  shares of the Series B preferred
convertible  stock and became  current  on all  accrued  and  unpaid  dividends.
Proceeds from the sale were used for general  operating  purposes (See Note 1 to
the unaudited Financial Statements).

         On April 11, 2000 the Company sold to Banca del Gottardo the  Company's
remaining  ownership  in ILD,  exclusive  of 6,239  shares of Series A preferred
convertible  stock  the  Company  is  required  to  hold  pursuant  to  the  ILD
organization agreement. The Company received $1.0 million on March 13, 2000 from
Banca del Gottardo as an advance  payment  toward the stock sale.  The Company's
ownership in ILD included  approximately 58,772 shares of ILD Series A preferred
convertible  stock,  725  shares of ILD common  stock and  11,111  shares of ILD
common  stock  obtainable  upon  conversion  of the  $1.0  million  subordinated
convertible  note due from ILD to Intellicall,  dated May 10, 1996.  Pursuant to
the sale to Banca del Gottardo,  Intellicall,  as of March 10, 2000,  elected to
convert  the  entire  principal  balance of the Note into  11,111  shares of ILD
common stock.

                                      -18-
<PAGE>

Recent Developments (Continued)

         The terms of the ILD stock sale  included the purchase of the Company's
ownership in ILD (70,608 combined shares of Series A and Common shares) for $220
per share or $15.5 million. The Company previously reported in error that it had
an option to repurchase such shares at $250 per share. The Company and Banca del
Gottardo  entered into an amendment to the ILD stock purchase  agreement on June
1, 2000 that was intended to delete the  provision of that  agreement  providing
for such option. The Company has filed the corrected  amendment with this Report
on Form 10-Q, which deletes the option as intended by both parties.  The Company
has a right of first refusal, should Banca del Gottardo transfer or sell the ILD
stock to a third party.

         On April 27, 2000 the Company received the remaining  proceeds from the
sale of its  ownership in ILD. A portion of the proceeds were used to retire the
remaining $2.6 million 8.0% convertible subordinated notes due December 31, 2000
and $4.8  million of the 8.0%  convertible  subordinated  notes due November 22,
2001, both due to Banca del Gottardo.  Additionally,  On May 1, 2000 the Company
retired the $.5 million note due to Bank of America. The remaining proceeds will
be used for general operating purposes and to fund expansion into new markets.

          On June 30, 2000 the Company  entered into an agreement  with Homisco,
Inc.  ("Homisco")  whereby,  the  Company  has given  Homisco  a  non-exclusive,
non-transferable  license to use the  Company's  N-Genius  hardware and software
products.  The Company will receive a 15.0% royalty on gross revenues attributed
to the  N-Genius  products  sold by Homisco.  Additionally,  Homisco has assumed
future  warranty  liabilities on any N-Genius  systems  currently under warranty
(See Note 7 to the unaudited Financial Statements).

         On August 29, 2000,  Intellicall  entered into an agreement and plan of
merger with Wireless WebConnect!, Inc ("WWC"), a reseller of high-speed,  mobile
wireless  internet service.  Pursuant to the merger agreement,  Intellicall will
issue  to  the  shareholders  of  WWC  16,426,420  shares  of  common  stock  of
Intellicall.  After  the  combination,  WWC  will own  approximately  56% of the
outstanding stock of Intellicall.

         The merger with WWC will place  Intellicall  in the  wireless  internet
market, which presents substantial growth opportunities.  Intellicall's business
plan has been to initiate a  strategic  move to create  opportunity  for growth.
This  was  necessary  due to the  rapid  decline  in  Intellicall's  traditional
business.   The  Company's  management  believes  the  combined  experience  and
financial  resources will allow for rapid sales  deployment and expansion of the
customer  base of WWC.  With the  expansion  of the  customer  base,  management
expects  opportunities  will be created to bring a broader  range of service and
value added product.

         The  merger is subject to certain  conditions,  including  approval  by
Intellicall's  stockholders.   There  are  no  assurances  that  the  conditions
precedent  will be  satisfied  or that the merger  will be  consummated.  If the
merger is not  comsummated,  management of the Company will seek other strategic
alternatives to create opportunities for the growth of the Company.

                                      -19-
<PAGE>

Results of Operations

Equipment  Sales.  Equipment sales for the quarter ended September 30, 2000 were
$1.3 million  compared to $2.8  million for the same period last year.  The $1.5
million  decrease  is  principally  due to an  overall  reduction  in demand for
payphones and their  related  parts.  Equipment  sales for the nine months ended
September  30,  2000 were $3.3  million  compared  to $9.2  million for the same
period last year. The $5.9 million decrease is mainly a result of a reduction of
shipments  into the  Canadian  market  and an  overall  reduction  in demand for
payphones and their related parts.

Gross Profit (Loss).  Gross profit for the quarter ended  September 30, 2000 was
$.19 million  compared to $.44  million the same period last year.  Gross profit
for the nine months  ended  September  30, 2000 was $.12  million  compared to a
gross profit of $.9 million for the same period last year.  The decline in gross
profit  is due to the  down  turn  in  sales  as  noted  above,  which  led to a
significant reduction in production. Fixed costs associated with excess capacity
in the McAllen  manufacturing  facility resulted in an increase in cost of goods
sold relative to sales, thereby reducing gross profit for the periods.

Selling,   General   and   Administrative   Expenses.   Selling,   general   and
administrative  expenses  ("SG&A") for the quarter ended September 30, 2000 were
$1.4  million  compared to $1.7  million  for the same  period  last year.  SG&A
expenses for the nine months ended September 30, 2000 were $4.9 million compared
to $5.6  million for the same period last year.  The $.3 million and $.7 million
declines  are mainly due to cost  cutting  measures  undertaken  by the Company,
including a reduction in personnel in the  corporate and  administrative  areas.
Similarly,  the  Company  experienced  a  general  reduction  in other  costs as
management  focused on decreasing the Company's  cost to meet current  operating
requirements,  including  outsourcing Human Resources and certain MIS functions,
as well as reducing travel and advertising expenses.

Provision for Doubtful Accounts. Provision for doubtful accounts expense for the
quarter ended  September 30, 2000 was $.65 million  compared to $.06 million for
the same period last year.  Provision for doubtful accounts expense for the nine
months ended  September  30, 2000 was $1.0 million  compared to $.14 million for
the same  period last year.  The  increases  are due to the  Company  increasing
reserves for bad debt during 2000.

Gain on Sale of Stock.  The gain on sale of stock of $13.9  million  during  the
nine months  ended  September  30, 2000  represents  the  Company's  sale of the
majority of its interest in ILD. (See "Recent Developments" and Notes 1 and 8 to
the unaudited Financial Statements)

Interest  Income.  Interest  income for the quarter ended September 30, 2000 was
$.07 million  compared to $.03  million for the same period last year.  The $.04
million  increase is primarily a  principally a result of investing the proceeds
from the ILD stock  sold to Banca del  Gottardo.  Interest  income  for the nine
months ended  September  30, 2000 was $.16 million  compared to $.15 million for
the same period last year.  This $.01 increase is also a result of investing the
proceeds from the ILD stock sale.

                                      -20-
<PAGE>

Results of Operations  (Continued)

Interest Expense.  Interest expense for the quarter ended September 30, 2000 was
$.13  million  compared to $.33  million for the same period last year.  The $.2
million  decrease  is mainly a result of the  Company  retiring  long-term  debt
during the second quarter of 2000. (See "Recent  Developments" and Note 4 to the
unaudited  Financial  Statements)  Interest  expense for the nine  months  ended
September 30, 2000 was $.8 million  compared to $1.3 million for the same period
last year.  The $.5 million  decrease is  predominately  a result of the Company
expensing debt costs relating to the retirement of the Finova obligations of $.2
million.  The  remaining $.3 million  decrease is related to the Company  paying
less  interest  to RFC Capital  Corporation  on fewer sold  receivables  and the
retirement of the Company's notes payable during the quarter ended September 30,
2000 as mentioned above.

Equity  in  Gain/Loss  of  Unconsolidated  Subsidiary.  For the  quarters  ended
September 30, 2000 and 1999,  the Company  reported a zero and $.21 million loss
on the equity  investment in ILD. For the nine months ended  September 30, 2000,
the  Company  reported  a $.05  million  loss on the  equity  investment  in ILD
compared  to $.8  million  for the same  period  last year.  The gain and losses
represents  Intellicall's  proportionate share, based on ownership, of ILD's net
loss for the periods.

As a result of  Intellicall's  change in  ownership in ILD (See Notes 1 and 8 to
the unaudited  Financial  Statements),  the Company  discontinued  reporting its
investment  in ILD on the equity  method and has reported its  investment in ILD
with  its  other  investments  as of  the  quarter  ended  September  30,  2000.
Accordingly,  the  Company  no longer  reports a portion of the gains and losses
from ILD in its financial statements

Discontinued  Operations.  On September  22, 1999,  after  determining  it to be
unprofitable, the Company elected to discontinue its billing services operations
effective October 21, 1999 (See Note 5 to the unaudited  Financial  Statements).
As a result of this action the net results of the  billing  services  operations
are reported on the  statements of operations  under the caption  "Income (loss)
from discontinued  operations." Net revenues related to the discontinued billing
services  operations were zero and $2.9 million for the quarters ended September
30, 2000 and 1999 and zero and $9.0 million for the nine months ended  September
30,  2000 and  1999.  Net loss  related  to the  discontinued  billing  services
operations  were zero and $.2 million for the quarters ended  September 30, 2000
and 1999 and zero and $.6 million for the nine months ended  September  30, 2000
and 1999.

                                      -21-
<PAGE>


Liquidity and Capital Resources

          Cash flows from investing  activities  include receipts of $.2 million
from  ILD  representing  the  redemption  of  1,975  shares  of  ILD's  Series B
convertible  preferred  stock,  exclusive of $.1 million  received  from ILD for
accrued  and unpaid  dividends  and  receipts  of $15.5  million  from Banca del
Gottardo  representing  the purchase of ILD Series A  convertible  stock and ILD
common  stock (See Notes 1 and 8 to the  unaudited  Financial  Statements).  The
proceeds  provided the primary  source of cash to enable the Company to fund its
operations. Cash used in operating activities was $5.5 million.

          Cash flows from  financing  activities  include the  repayment  of the
remaining $2.6 million 8.0% convertible subordinated notes due December 31, 2000
and $4.8 million of the 8.0% convertible subordinated notes due November 22 (See
Note 4 to the unaudited Financial Statements)

          During  February  2000  the  Company  signed a $.5  million  revolving
promissory  note with Bank of America,  N.A.  Proceeds of the note were used for
working capital  purposes.  The note was subsequently  retired in May 2000. (See
Note 4 to the unaudited Financial Statements).

                  Beyond 2000,  the  Company's  ability to obtain  further funds
from external sources will depend on its ability to find new strategic  partners
and/or  opportunities.  Although management of the Company believes that the WWC
acquisition will provide a strategic partnership, there can be no assurance that
the conditions precedent to the merger will be satisfied or that the merger will
be consummated.  In the event of the consummation of the merger, there can be no
assurance  that external  funds would be available  or, if available,  would not
potentially dilute shareholders' interests or returns.










                                      -22-
<PAGE>




Part II.  Other Information


ITEM 1.  Legal Proceedings.

           None.


ITEM 6.  Exhibits and Reports on Form 8-K

(a)      The following exhibits are filed as a part of this Quarterly Report
         on Form 10-Q:

                  (a)  2.1    Agreement and Plan of Merger by and among
                              Intellicall, Inc., WWC Acquisition, Inc. and
                              Wireless WebConnect!, Inc. dated August 29, 2000

                     *10.2    Amendment to Stock Purchase Agreement
                              dated June 1, 2000 by and between
                              Intellicall, Inc. and Gotthardfin Limited



(b)      Reports on Form 8-K:

                  (b)Item 4.  Changes in the Registrant's Certifying Accountant
                              filed September 15, 2000

                  (c)Item 4.  Changes in the Registrant's Certifying Accountant
                              filed October 4, 2000

*  Filed herewith.
(a)      Previously filed as an exhibit to Intellicall, Inc.'s Preliminary Proxy
         Statement  filed on  October  18,  2000  with the SEC and  incorporated
         herein by reference.



                                      -23-
<PAGE>



Signatures
         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.


                                          INTELLICALL, INC.



                                 /s/ John J. McDonald, Jr.
                                 -----------------------------------------------
                                          John J. McDonald, Jr.
                                          President and
                                          Chief Executive Officer

                                 /s/ R. Phillip Boyd
                                 -----------------------------------------------
                                          R. Phillip Boyd
                                          Vice President Finance
                                          and Chief Financial Officer


Date:   November 14, 2000