<PAGE>

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549





                                   FORM 10-Q/A

                                 Amendment No. 2



                 (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
--------------------------------------------------------------------------------

                             ---------------------
                               EXPLANATORY NOTE

This Form 10-Q/A is filed to amend the Form 10-Q for the period ended
September 30, 2000 (the "Original Form 10-Q") to disclose related party
transactions on the face of the Financial Statements and to restate the
Financial Statements (Item 1) and make the corresponding changes to the
Financial Data Schedule. Subsequent to the issuance of the Company's
financial statements in the Original Form 10-Q, we discovered a
misclassification error in the calculation of current portion of notes
payable. This error had the effect of understating current portion of notes
payable and overstating long-term debt as of September 30, 2000 and December
31, 1999 by $0.2 million and $5.0 million, respectively. This report
continues to speak as of the date of the Original Form 10-Q, and we have not
updated the disclosures in this report to speak to any later date.


<PAGE>



INDEX

INTELLICALL, INC.

<TABLE>
<CAPTION>
Part I.  Financial Information
<S>                                                                                                            <C>

 Item 1.      Financial Statements

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



See notes to financial statements.



                                      -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 due to related party...           200           7,630
     Deferred tax liability ..................................           589            --
                                                                    --------        --------
     Total current liabilities ...............................         2,012          10,038
Long-term debt due to related party...........................         1,745           1,557
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
                                                                    ========        ========
</TABLE>


See notes to financial statements.



                                      -3-
<PAGE>

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


<TABLE>
<CAPTION>
                                                                            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.................................................           (15)             (61)
Interest expense - related party.................................          (110)            (269)
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
                                                                        =======          =======
</TABLE>


See notes to financial statements.


                                      -4-
<PAGE>


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


<TABLE>
<CAPTION>
                                                                            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 to related parties.........................        13,907               --
Other income.....................................................            84              181
Interest income..................................................           164              146
Interest expense.................................................           (63)            (588)
Interest expense - related party.................................          (771)            (748)
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 to
  related party, 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
                                                                        =======          =======
</TABLE>


See notes to financial statements.


                                      -5-
<PAGE>


INTELLICALL, INC.
UNAUDITED STATEMENT OF STOCKHOLDERS' EQUITY
(in thousands)

<TABLE>
<CAPTION>
                                           Common Stock      Additional    Treasury Stock
                                          ---------------      Paid-in     --------------    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
                                          ======    =====      =======      ===     =====     ========     ======
</TABLE>

     See notes to financial statements.



                                      -6-
<PAGE>


INTELLICALL, INC.
UNAUDITED STATEMENTS OF CASH FLOWS (in thousands)


<TABLE>
<CAPTION>
                                                                                      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 to related parties .............................       (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 to related parties .......................        15,769           --
                                                                                    --------     --------
                 Net cash provided by (used in) investing activities .........        15,968        1,184
Cash flows from financing activities:
     (Repayments) borrowings on notes payable to related party ...............        (7,430)       2,000
     (Repayments) borrowings on notes payable ................................            --       (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 ..............................................................      $     68     $    338
                                                                                    ========     ========
  Interest paid to related party .............................................      $    312     $    318
                                                                                    ========     ========
  Income taxes paid ..........................................................      $    100     $     --
                                                                                    ========     ========
Non-cash investing transactions:
  Issuance of stock warrants .................................................      $    117     $     --
                                                                                    ========     ========
</TABLE>


See notes to financial statements.


                                      -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):

<TABLE>
<CAPTION>
                                           September 30,     December 31,
                                               2000             1999
                                           -------------     -----------
<S>                                        <C>               <C>
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
                                             =======           =======
</TABLE>


                                      -9-
<PAGE>


NOTE 3 - FIXED ASSETS



The components of fixed assets are (in thousands):

<TABLE>
<CAPTION>
                                           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


          The Company's debt, which is payable to Banca del Gottardo, a
beneficial owner (See Note 11), consisted of the following (in thousands):



<TABLE>
<CAPTION>
                                                         September 30,     December 31,
                                                             2000             1999
                                                         -------------     ------------
         <S>                                             <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              (200)           (7,630)
                                                           --------           -------
              Total long-term debt                         $  1,745           $ 1,557
                                                           ========           =======
</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, a
beneficial owner (See Note 11), 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 effective June
1, 2000 to delete the provision of that agreement providing for such option
and to correctly reflect their original intent. The amendment was duly
executed on November 3, 2000. The Company has filed the corrected amendment
with this Report on Form 10-Q, which deletes the option as intended by both
parties. The reports on Form 10-Q previously filed by the Company for the
quarters ended March 31, 2000 and June 30, 2000 have been revised accordingly.
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>                                                             <S>          <C>                   <S>          <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
                                                                =======        =======              =======      =======
</TABLE>

<TABLE>
<CAPTION>
                                                                                     Nine months ended
                                                                September 30, 2000                  September 30, 1999
                                                               Basic         Diluted               Basic        Diluted
                                                               -----         -------              -----         -------
<S>                                                            <C>           <C>                  <C>           <C>
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 - RELATED PARTY TRANSACTIONS

          As of September 30, 2000 Banca del Gottardo beneficially owned
approximately 29% of the Company. The Company entered into various sales and
financing transactions with Banca del Gottardo. See Notes 4 and 8. Payments
made to Banca del Gottardo for interest and commissions for the nine months
ended September 30, 2000 and 1999, were $311,733 and $428,407, respectively.


NOTE 12 - 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" we
believe are 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. During September 2000 Intellicall entered into
mediation regarding the $1.2 million note receivable due from New York City
Telecom. As a result, Intellicall increased their reserve by $.39 million
related to this receivable for a total reserve against the note of $.77
million. The remaining increases are a result of general increases in the
reserves for trade receivables.


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

*  Previsouly filed as an exhibit to the Registrant's Form 10-Q for the quarter
   ended September 30, 2000, which was filed on November 14, 2000.

** Previously filed.

(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:   February 1, 2001