SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q


             (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended September 30, 1995

                                       OR

             ( ) TRANSITION REPORT PURSUANT TO 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 Identification Number)  
incorporation or organization)
                            2155 Chenault, Suite 410
                              Carrollton, TX 75006
                    (Address of principal executive offices)

                                 (214) 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 9,1995
Common Stock $.01 par value                                      7,678,043



<PAGE>

INDEX

INTELLICALL, INC.

Part I.           Financial Information
  
     Item 1.      Financial Statements

                  Condensed Consolidated Balance Sheets at September 30, 1995
                  (Unaudited) and December 31, 1994...........................1

                  Condensed Consolidated Statements of Operations for each of 
                  the three month periods ended September 30, 1995 and 1994
                  (Unaudited).................................................2

                  Condensed Consolidated Statements of Operations for each of 
                  the nine month periods ended September 30, 1995 and 1994
                  (Unaudited).................................................3

                  Condensed Consolidated Statements of Cash Flows for each of 
                  the nine month periods ended September 30, 1995 and 1994
                  (Unaudited).................................................4

                  Notes to Condensed Consolidated Financial Statements........5

     Item 2.      Management's Discussion and Analysis of Financial Condition 
                  and Results of Operations...................................8

Part II.          Other Information

     Item 6.      Exhibits and Reports on Form 8-K...........................11 
                                             

Signatures...................................................................12










<PAGE>

Part I.  Financial Information
     Item 1.  Financial Statements

INTELLICALL, INC.
       CONDENSED CONSOLIDATED BALANCE SHEETS
       (in thousands, except share information)
<TABLE>
<CAPTION>
                                      September 30, 1995      December 31, 1994
                                      ------------------      -----------------
                                         (Unaudited)  
<S>                                        <C>                   <C>  
ASSETS
 Current assets:
      Cash and equivalents                 $ 3,565               $ 2,826
      Receivables, net                      25,022                28,079
      Receivables from related party           272                   766
      Inventories                           13,826                12,935
      Other current assets                     300                   122   
                                           -------               -------

      Total current assets                  42,985                44,728

Fixed assets, net                            2,366                 2,415
License fees receivable, net                   552                 1,140
Investment in sales-type leases, net           199                 1,154
Receivables from related party                  --                    32
Notes receivable, net                        2,745                 4,035
Intangible assets, net                       1,041                 1,108
Capitalized software costs, net              3,868                 2,259
Other assets                                   844                 1,928
                                          --------               --------
                                          $ 54,600              $ 58,799
                                          ========              ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
      Accounts payable                    $ 10,613              $ 10,133
      Other liabilities                      2,478                 2,505
      Current portion of long-term debt     20,689                   945
                                          --------              --------

      Total current liabiliabilities        33,780                13,583

Long-term debt                               1,102                25,694
Deferred revenue                             2,136                    --
Other liabilities                              200                   200

Stockholders' equity:
  Preferred stock, $.01 par value; 1,000,000 
      shares authorized; none issued            --                     --
  Common stock, $.01 par value; 20,000,000 
      and 50,000,000 shares authorized, 
      respectively; 7,702,951 and 7,686,451
      shares issued, respectively               77                     77
  Additional capital                        47,191                 47,131
  Less common stock in treasury, at cost;
      24,908 shares                           (258)                  (258)
  Accumulated deficit                      (29,628)               (27,628)                
                                          --------               --------
      Total stockholders' equity            17,382                 19,322
                                          --------               --------
                                          $ 54,600               $ 58,799
                                          ========               ========
</TABLE>

See notes to condensed consolidated financial statements.




                                     - 1 -
<PAGE>

INTELLICALL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                        THREE MONTHS ENDED
                                                           September 30,
                                                           -------------
                                                     1995                1994
                                                     ----                ----
<S>                                                <C>                 <C>  
Revenues and Sales:
         Service revenues                          $ 15,126            $ 17,845
         Equipment sales                              4,105               6,438
                                                   --------            --------
                                                     19,231              24,283

Cost of revenues and sales:
         Service revenues                            12,553              14,978
         Equipment sales                              4,518               9,220
                                                   --------            --------
                                                     17,071              24,198

Gross profit
         Service revenues                            2,573                2,867
         Equipment sales                              (413)              (2,782)
                                                  --------             --------
                                                     2,160                   85

Selling, general and administrative expenses         2,407                3,042
Research and development expenses                      793                  759
Provision for doubtful accounts                        196                1,105
                                                  --------             --------


Operating income (loss)                             (1,236)              (4,821)

Interest income                                        112                  178
Interest expense                                      (734)                (924)
                                                  --------             --------

Net income (loss)                                 $ (1,858)            $ (5,567)
                                                  ========             ========

Income (loss) per share                           $   (.24)            $   (.76)
                                                  ========             ========
         
Weighted average number of common and common
equivalent shares outstanding                        7,677                7,278
                                                  ========             ========
                                                                            
</TABLE>

See notes to condensed consolidated financial statements.









                                     - 2 -
<PAGE>


INTELLICALL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share amounts)
<TABLE>
<CAPTION>
                                                        NINE MONTHS ENDED
                                                          SEPTEMBER 30,
                                                          -------------
                                                    1995                 1994
                                                    ----                 ----
<S>                                               <C>                  <C>    
Revenues and Sales:
         Service revenues                         $ 42,541             $46,460
         Equipment sales                            16,135              17,531
                                                  --------            --------
                                                    58,676              63,991

Cost of revenues and sales:
         Service revenues                           35,270              38,372
         Equipment sales                            15,416              20,539
                                                  --------            --------
                                                    50,686              58,911

Gross profit
         Service revenues                            7,271               8,088
         Equipment sales                               719              (3,008)
                                                  --------            --------
                                                     7,990               5,080

Selling, general and administrative expenses         6,966               9,900
Research and development expenses                    1,850               2,239
Provision for doubtful accounts                        582               1,647
Gain on sale of call validating assets               1,607                 ---
                                                  --------            --------

Operating income (loss)                                199              (8,706)

Interest income                                        364                 862
Interest expense                                    (2,563)             (2,177)
                                                  --------            --------

Net loss                                          $ (2,000)           $(10,021)
                                                  ========            ========

Loss per share                                    $   (.26)           $  (1.27)
                                                  ========            ========
         
Weighted average number of common and common
equivalent shares outstanding                        7,669               7,898
                                                  ========            ========
                                                                          
</TABLE>

See notes to condensed consolidated financial statements.


                                     - 3 -
<PAGE>


INTELLICALL, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
<TABLE>
<CAPTION>
                                                           NINE MONTHS ENDED
                                                             SEPTEMBER 30,
                                                             -------------
                                                         1995            1994
                                                         ----            ----
<S>                                                   <C>             <C>    
Operating Activities:

     Net loss                                         $ (2,000)       $ (10,021)
         
     Adjustments to reconcile net loss to
       net cash provided by operating activities:
       Depreciation and amortization                     2,837            2,281
       Provision for doubtful accounts                     582            1,647
       Provision for inventory losses                       54            2,798
          
     Changes in operating assets and liabilities:
       (Increase) in receivables                          (156)          (3,620)
       (Increase) decrease in inventories                 (945)           4,424
       (Increase) in other current assets                 (226)             306
       Decrease in license fee receivable                1,974            4,620
       Decrease in investment in sales type leases       1,897            1,955
       Decrease (increase) in related party receivable     526             (264)
       Decrease (increase) in notes receivable             829             (415)
       Increase (decrease) in accounts payable             479           (3,037)
       (Decrease) increase in accrued liabilities          (26)             737
       Increase in deferred revenues                     2,136               --
       Increase (decrease) in other                        306           (1,468)
                                                      --------         --------
                                                                                                                

Net cash provided by operating activities                8,267              (57)

Investing activities:
     Purchase of equipment                                (798)            (467)
     Capitalized software                               (1,850)          (2,021)
                                                      --------         --------

Net cash used in investing activities                   (2,648)          (2,488)      

Financing activities:
     Proceeds from borrowings on long-term debt          1,660           71,551
     Principal payments on long-term debt               (6,600)         (67,483)
     Proceeds from issuance of stock
       under stock option plans                             60                5
                                                      --------         --------

Net cash (used in) provided by financing activities     (4,880)           4,073

Changes in cash                                            739            1,528
Cash at beginning of period                              2,826               83
                                                      --------         --------

Cash at end of period                                 $  3,565         $  1,611
                                                      ========         ========
</TABLE>

See notes to condensed consolidated financial statements.


                                     - 4 -
<PAGE>

                               INTELLICALL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE 1 - CERTAIN ACCOUNTING POLICIES

     Basis of Presentation.  The accompanying  condensed  consolidated financial
statements of Intellicall, Inc. (the "Company") have been prepared in accordance
with the  requirements of Form 10-Q and do not include all disclosures  normally
required by generally accepted  accounting  principles or those normally made in
annual reports on Form 10-K. In management's  opinion, all adjustments necessary
for a fair  presentation of the results of operations for the periods shown have
been made and are of a normal and recurring nature.

     The results of operations for the nine months ended  September 30, 1995 are
not necessarily  indicative of the results of operations for the full year 1995.
The  condensed  consolidated  financial  statements  herein  should  be  read in
conjunction  with  the  consolidated  financial  statements  and  notes  thereto
included in the Company's Annual Report on Form 10-K for the year ended December
31, 1994.

     Statement  Presentation.  Certain prior year amounts have been reclassified
to conform to current year presentation.

     Software  Development  Costs. The Company  capitalizes costs related to the
development  of certain  software  products.  In  accordance  with  Statement of
Financial  Accounting  Standards  No. 86,  capitalization  of costs  begins when
technological  feasibility  has been  established  and ends when the  product is
available  for  general  release to  customers.  Amortization  is computed on an
individual  product basis based on the products'  estimated  economic life using
the straight line method.

     The amounts of software  development costs capitalized in the third quarter
of 1995 and 1994 were $550,000 and $600,000,  respectively. The Company recorded
$216,666  and $528,666 of software  amortization  expense for the three and nine
months ended  September 30, 1995 compared to $117,000 and $276,000 for the three
and nine months ended September 30, 1994.

     Cash.  Cash  accounts  serve as  collateral  under  the  Company's  lending
agreements and, accordingly, are restricted.  Additionally certain of these cash
accounts  are  pledged  as  security  for  letters  of  credit  and are  further
restricted.

     Other.  The allowance  for doubtful  accounts was $3.6 million at September
30, 1995, and $5.1 million at December 31, 1994.




                                     - 5 -
<PAGE>

                               INTELLICALL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




NOTE 2 - LONG-TERM DEBT AND LINE OF CREDIT

     As of  September  30,  1995 and  December  31,  1994,  the  Company's  debt
consisted of the following (in thousands):
<TABLE>
<CAPTION>
                                                                 September 30,      December 31,
                                                                     1995               1994       
                                                                 -------------      ------------
         <S>                                                       <C>                 <C>  
          
         Variable rate Senior Bridge Notes Due 1996, Series A      $16,000             $16,000
         12.5% Senior Bridge Notes Due 1996, Series B                4,560               8,000
         Series B debt discount                                       (105)               (195)
         Collateralized note                                           336               1,834
         Subordinated note                                           1,000               1,000
                                                                   -------              ------
              Total debt                                            21,791              26,639
         Less: Current portion of long-term debt                    20,689                (945)
                                                                   -------              ------
              Total long-term debt                                 $ 1,102             $25,694
                                                                   =======             =======
</TABLE>

     On August 11,  1994,  the Company  issued its Variable  Rate Senior  Bridge
Notes Due 1996,  Series A ("Series A Notes") and 12.5%  Senior  Bridge Notes Due
1996, Series B ("Series B Notes") to Nomura Holding America Inc. ("Nomura"). The
Company issued a warrant which entitles Nomura to purchase 551,954 shares of the
Company's  common  stock.  The  notes  are  secured  by  collateral   comprising
substantially all the assets of the Company and mature on August 11, 1996.

     Interest on the Series A Notes  accrues  monthly at a rate of prime plus 2%
through December 31, 1995, and prime plus 3% thereafter.  Interest on both notes
is  payable  quarterly.  The  Series A Notes  may be  issued  from  time to time
provided the aggregate amount outstanding does not exceed $16 million.

     If the Series B Notes are not retired by  December  31,  1995,  the Company
must issue an additional  warrant to Nomura which, if exercised,  would increase
Nomura's  ownership position in the Company by an incremental amount equal to 5%
of the sum of (a) the  issued  and  outstanding  shares of  common  stock of the
Company  on the date such  additional  warrant  is  issued,  and (b) the  shares
issuable upon exercise of the warrant issued to Nomura at closing. If the Series
B Notes are not retired by June 30, 1996,  the Company must issue an  additional
warrant to Nomura, which if exercised,  would increase Nomura's ownership in the
Company by an  incremental  amount  equal to 5% of the sum of (a) the issued and
outstanding  shares of common  stock of the Company on the date such  additional
warrant is issued,  and (b) the shares  issuable  upon  exercise  of the warrant
issued to Nomura at closing  and (c) the shares  issuable  upon  exercise of the
warrant which may be issued to Nomura as described in the preceding sentence. If
the Company is required to issue additional warrants, the exercise price will be
the average  closing  price for the 10 trading days prior to the dates of issue.
All warrants issued to Nomura expire on August 11, 1999.



                                     - 6 -
<PAGE>

                               INTELLICALL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




          The note  agreement  with Nomura  requires  the Company to comply with
certain debt covenants.  Such covenants  require the Company to maintain certain
financial ratios and prohibit the paying of dividends.  As of December 31, 1994,
Nomura waived the Company's non-compliance with one covenant and amended various
covenants covering the remaining term of the note agreement. As of September 30,
1995,  Nomura waived the Company's non- compliance with certain  covenants,  but
has not agreed to amend the covenants  covering the remaining  term. As a result
of such waiver,  the Company is not in default  under the note  agreement.  Such
covenants are calculated at the end of each calendar quarter.


NOTE 3 - INVENTORY

     As of September  30, 1995 and December 31, 1994,  the  Company's  inventory
consisted of the following (in thousands):
<TABLE>
<CAPTION>

                                                September 30,    December 31,
                                                    1995             1994
                                                -------------    ------------ 
         <S>                                      <C>             <C> 

         Raw materials                            $ 7,997         $  7,192
         Work-in-process                            1,116            1,731
         Finished goods                             4,713            4,012
                                                 --------         --------
              Total inventory                    $ 13,826         $ 12,935
                                                 ========         ========
         
</TABLE>


NOTE 4 - SALE OF CALL VALIDATING  ASSETS

     On June 30, 1995,  the Company  received  $1.7 million of proceeds from the
sale of call  validating  assets and $2.84 million from  prepayments  for future
services to be provided by the  Company and for  covenants  not to compete.  All
proceeds were used to reduce the Company's debt under Notes A and B. The Company
recorded a $1.6 million gain on the sale of assets with the balance  recorded as
deferred  revenues.  As of September  30, 1995,  the Company had $2.1 million of
long term deferred revenues.







                                     - 7 -
<PAGE>

                               INTELLICALL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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


Liquidity and Capital Resources

     During the nine months ended September 30, 1995, the Company  generated net
cash of $8.3 million  from  operations,  inclusive of proceeds  from the sale of
call validating assets as discussed below, and decreased long-term borrowings by
$4.9  million.  The Company  used a portion of the net cash  generated to invest
$798,000 in capital equipment and $1.9 million in software  development.  During
the nine months  ended  September  30, 1995,  the  Company's  net cash  position
increased $739,000.

     In the fourth quarter of 1995, as part of its new product  strategies,  the
Company  plans to invest in software  development  costs and in various  capital
expenditures at levels similar to or lower than those in 1994. Additionally, the
Company intends to continue  investing in new product  development and marketing
at levels similar to or lower than those in 1994. The Company  anticipates that,
as a result of the second  half of 1995  operating  results,  the Company may be
required to seek alternative sources of financing, such as sale of assets or the
issuance of new debt or equity to meet operating needs. Management believes that
its bad debt  provisions are adequate and that liquidity will not be affected by
adverse trends in collection experience.

     The Company's future  liquidity  depends largely on its ability to increase
shipments of new products,  reduce inventories and expand  profitability.  There
can be no assurances that the Company's efforts to maintain or enhance liquidity
will be successful and, under certain circumstances, the Company may be required
to limit its  operations,  dispose  of certain  assets or take other  actions as
considered necessary.  See Item 1, Note 2 to Financial Statements,  "Senior Note
Agreement".

     The Company's senior note agreement with Nomura matures on August 11, 1996.
As noted elsewhere in this Quarterly  Report,  a total of $20.56 million was due
to Nomura as of September 30, 1995 and the Company failed to comply with certain
financial  covenants contained in the note agreement,  which  non-compliance was
waived.  The  Company  must  negotiate  and put in  place  one or more  new debt
agreements to repay Nomura as the Company's  operations  alone will not generate
sufficient  cash to repay such  indebtedness.  In the event the  Company  cannot
replace  Nomura and Nomura is unwilling to extend the maturity  date of its note
agreement  with the  Company,  the Company  may be required to seek  alternative
sources of financing,  such as the sale of assets or the issuance of new debt or
equity,  or the Company may be  required to limit its  operations  or take other
actions as considered necessary.


                                     - 8 -
<PAGE>

                               INTELLICALL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





     The Company is actively  pursuing various  financing  alternatives  none of
which, as of the date of this Quarterly Report, has been finalized.

Results of Operations

     Service Revenues. Service revenues were $15.1 million and $42.5 million for
the three and nine months ended  September  30, 1995,  compared to $17.8 million
and $46.5 million for the three and nine months ended  September  30, 1994.  The
table below  provides a detailed  breakdown  of service  revenue by type for the
three and nine month  comparative  periods in 1995 and 1994.  

<TABLE>
<CAPTION>
                                                 Three Months Ended                          Nine Months Ended

                                          Sept. 30,              Sept. 30,              Sept. 30,             Sept. 30,
                                             1995                   1994                  1995                   1994
                                    ---------------------- ---------------------- --------------------- ----------------------
<S>                                        <C>                    <C>                   <C>                    <C>   
Call Traffic Revenue                       $11,144                $14,112               $31,820                $36,232

Long-distance Resale                         1,067                  1,184                 2,713                  3,381

Validation Services                            582                  1,100                 2,485                  3,223

Operator Services                            1,925                  1,394                 4,845                  3,550

Prepaid Calling Services                       408                     55                   678                     74
                                    ---------------------- ---------------------- --------------------- ----------------------
  Total Service Revenues                   $15,126                $17,845               $42,541                $46,460
                                    ====================== ====================== ===================== ======================
</TABLE>


     Lower  service  revenues of $2.7 million and $3.9 million for the three and
nine months ended September 30, 1995 compared to 1994 is linked to the following
factors. Most significantly,  there was a decline in the average number of calls
made  per  payphone  using  the  Company's   Intelli*Star   automated   operator
technology.  The  decline  in  telephone  calls  caused a combined  decrease  in
bundled,  unbundled and long-distance resale revenues of $3.1 million and $5.1
million for the three and nine month periods  ended  September 30, 1995 compared
to the same  periods  in 1994.  This  decline  has been  partially  offset by an
increase in the number of phones using the technology. The sale of the Company's
call  validating  assets in June,  1995 was the principal  cause of $518,000 and
$738,000 declines in validation  service revenues for the third quarter and nine
months ended September 30, 1995 respectively.

     Partially  offsetting the declines described in the preceding paragraph was
an increase in operator services revenue for 1995.  Revenues  increased $531,000
and $1.3  million  principally  as a result of an  expanded  customer  base.  In
addition revenues from prepaid calling services  increased $353,000 and $604,000
for the three and nine months  ended  September  30, 1995 due to the addition of
new customers.




                                     - 9 -
<PAGE>

                               INTELLICALL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS




     As a result of lower service revenues gross profit from service revenue was
$2.6  million or 17.0% and $7.3  million or 17.1% for the three and nine  months
ended  September  30, 1995 as compared to gross  profit of $2.9 million or 16.1%
and $8.1  million or 17.4% for the three and nine  months  ended  September  30,
1994.

     Equipment Sales. The Company's  equipment sales were $4.1 million and $16.1
million for the three and nine months ended  September 30, 1995 compared to $6.4
million  and $17.5  million for the three and nine months  ended  September  30,
1994.

     The $2.3  million  and $1.4  million  decline for the three and nine months
ended   September  30,  1995  was   principally   attributable  to  declines  in
international  sales of $2.0  million  and $2.4  million  for the three and nine
months ended  September 30, 1995. For the nine months ended  September 30, 1995,
the decline in international  sales was partially offset by a $700,000  increase
in regulated market sales.

     The Company  reported a loss on telephone and related sales of $413,000 for
the third  quarter,  and a gross  profit of $719,000  for the nine months  ended
September  30,  1995,  respectively.  These  results  compare  to losses of $2.8
million and $3.0 million for the three and nine months  periods ended  September
30, 1994.  Gross profit for the three and nine months ended  September  30, 1994
was reduced by a $2.7 million provision for slow moving and obsolete  inventory.
Exclusive  of the 1994  provision  for slow moving and obsolete  inventory,  the
Company had a loss of $82,000 and  $308,000  for the three and nine months ended
September 30, 1994.

     The loss in the third  quarter of 1995 exceeded the loss in the same period
last year due principally to the lower volume of sales described above,  without
a corresponding  decrease in manufacturing  overhead costs. The improved results
for the first nine months of 1995 compared to 1994 is  attributable to increased
sales of the Company's  network  platform  products which generally carry higher
margins than pay telephones.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  decreased  $635,000 and $2.9 million for the three and
nine months ended September 30, 1995 compared to the same periods in 1994.

     Third quarter  expenses in 1995  improved  compared to the third quarter of
1994 mainly due to lower consulting and legal fees in 1995. Compensation related
expenses  declined  slightly,  but were affected by an accrual of  approximately
$271,000 for severance and benefits due to staffing reductions.

     The decline for the nine months  ended  September  30, 1995  resulted  from
several factors.  Consulting and legal fees declined $1.1 million.  Compensation
and  benefits  declined  $1.3  million  from  staffing   reductions  and  normal
attrition.  Operational  improvements  and spending  controls  accounted  for an
improvement in expense levels of approximately $614,000.



                                     - 10 -
<PAGE>

                               INTELLICALL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



     Provision for Doubtful  Accounts.  The provision for doubtful  accounts was
$196,000 and $582,000  for the three and nine months  ended  September  30, 1995
compared to $1.1  million and $1.6  million for the three and nine months  ended
September 30, 1994.  The lower expenses in 1995 were mainly  attributable  to an
$800,000  provision  in the  third  quarter  of  1994  for  losses  on  accounts
receivable and to lower sales and revenues in 1995.

     Gain on sale of Call Validating  Assets. In June 1995, the Company recorded
a gain of $1.6 million in  connection  with the sale of certain call  validating
assets.

Part II.      Other Information

Item 6.  Exhibits and Reports on Form 8-K

              (a) Exhibits.

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

                  10.1     Fourth Amendment, Limited Waiver and Consent as of
                           March 17, 1995 by and between Nomura Holding America,
                           Inc. and the Company, filed herewith.

                  10.2     Intellicall, Inc. 1995 Employee Stock Purchase Plan, 
                           filed herewith.

              (b)  Reports on Form 8-K:  None



                                     - 11 -
<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.



          11-14-95                       /s/ William O. Hunt                
          --------                       -------------------------------------
           Dated                         Chairman of the Board, President and
                                         Chief Executive Officer



          11-14-95                       /s/ Michael H. Barnes               
          --------                       ------------------------------------
           Dated                         Senior Vice President Corporate Staff
                                         and Chief Financial Officer
                                         (principal financial officer)



Date: November 14, 1995


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