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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 1)


FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

|           |  |                                                                                          |  | 
|---------- |  | ---------------------------------------------------------------------------------------- |  | 
|(Mark One) |  |                                                                                          |  | 
|x          |  | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934     |  | 
|           |  |                                                                                          |  | 
|           |  | For the fiscal year ended December 31, 2002                                              |  | 
|           |  |                                                                                          |  | 
|OR        
|           |  |                                                                                          |  | 
|o          |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |  | 
|           |  |                                                                                          |  | 
|           |  | For the transition period from _____________ to _____________                            |  | 

Commission file number 1-9330

INTELLIGENT SYSTEMS CORPORATION

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(Exact name of Registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Georgia                                                        |  | 58-1964787                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               |  |                                     
|4355 Shackleford Road, Norcross, Georgia                       |  | 30093                               
|                                                               |  |                                     
|(Address of principal executive offices)                       |  | (Zip Code)                          

Registrants telephone number, including area code: (770) 381-2900

Securities registered pursuant to Section 12(b) of the Act:

|                             |  |                                          
|---------------------------- |  | -----------------------------------------
|Title of each class          |  | Name of each exchange on which registered
|                             |  |                                          
|Common Stock, $.01 par value |  | American Stock Exchange                  

Securities registered pursuant to Section 12(g) of the Act:None

Indicate by check mark whether the registrant (1) has filed all reports
required 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 o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. x

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) Yes o No x

As of March 14, 2003, 4,489,821 shares of Common Stock were outstanding. The
aggregate market value of the Common Stock held by non-affiliates of the
registrant on June 28, 2002 was $8,659,417 (computed using the closing price of
the Common Stock on June 28, 2002 as reported by the American Stock Exchange).

DOCUMENTS INCORPORATED BY REFERENCE: Portions of the registrants Proxy
Statement for the Annual Meeting of Shareholders to be held on May 30, 2003,
are incorporated by reference in Part III hereof.



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|                                                                                                   |  |  |  |  |  |  |  | 
|-------------------------------------------------------------------------------------------------- |  |  |  |  |  |  |  | 
|EXPLANATORY NOTE                                                                                  
|SIGNATURES                                                                                        
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
|EX-23.1 CONSENT OF BDO SEIDMAN                                                                    



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EXPLANATORY NOTE

Intelligent Systems Corporation (the Company) is filing this Form 10-K/A
solely to correct an error in Exhibit 23.1 (Consent of BDO Seidman, LLP)
included in the Companys Form 10-K for the year ended December 31, 2002 which
was filed with the Securities and Exchange Commission on April 1, 2003. The
originally filed Exhibit 23.1 contained an incorrect reference to the date of
the auditors opinion that has been corrected in the Exhibit 23.1 filed
herewith. There are no other changes to the Form 10-K filed by the Company on
April 1, 2003.




SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Annual Report to be signed on
its behalf by the undersigned, thereunto duly authorized.

|                    |  |                                                                               
|------------------- |  | ------------------------------------------------------------------------------
|                    |  | INTELLIGENT SYSTEMS CORPORATION
Registrant                                    
|                    |  |                                                                               
|                    |  |                                                                               
|Date: April 9, 2003 |  | By: /s/ J. Leland Strange                                                     
|                    |  |                                                                               
|                    |  | J. Leland Strange
Chairman of the Board, President
and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated:

|                                         |  |                                                                                                      |  |              
|---------------------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | -------------
|Signature                                |  | Capacity                                                                                             |  | Date         
|                                         |  |                                                                                                      |  |              
|                                        
|/s/ J. Leland Strange

J. Leland Strange |  | Chairman of the Board, President,
Chief Executive Officer and Director
(Principal Executive Officer) |  | April 9, 2003
|                                         |  |                                                                                                      |  |              
|/s/ Bonnie L. Herron

Bonnie L. Herron   |  | Chief Financial Officer
(Principal Accounting and Financial Officer)                                 |  | April 9, 2003
|                                         |  |                                                                                                      |  |              
|/s/ Donald A. McMahon

Donald A. McMahon |  | Director                                                                                             |  | April 9, 2003
|                                         |  |                                                                                                      |  |              
|/s/ James V. Napier

James V. Napier     |  | Director                                                                                             |  | April 9, 2003
|                                         |  |                                                                                                      |  |              
|/s/ John B. Peatman

John B. Peatman     |  | Director                                                                                             |  | April 9, 2003
|                                         |  |                                                                                                      |  |              
|/s/ Parker H. Petit

Parker H. Petit     |  | Director                                                                                             |  | April 9, 2003





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CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, J. Leland Strange, the Chief Executive Officer of Intelligent Systems
Corporation, certify that:

|   |  |                                                                                                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | I have reviewed this annual report on Form 10-K of Intelligent Systems
Corporation;                                                                                                                                                                                                                                     
|   |  |                                                                                                                                                                                                                                                                                                                         
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|   |  |                                                                                                                                                                                                                                                                                                                         
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|   |  |                                                                                                                                                                                                                                                                                                                         
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               

| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

|   |  |                                                                                                                                                                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

|   |  |                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

|                    |  |                                                        
|------------------- |  | -------------------------------------------------------
|Date: April 9, 2003 |  |                                                        
|                    |  |                                                        
|                    |  |                                                        
|                    |  | /s/ J. Leland Strange                                  
|                    |  |                                                        
|                    |  | J. Leland Strange
Chief Executive Officer and President





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CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bonnie L. Herron, the Chief Financial Officer of Intelligent Systems
Corporation, certify that:

|   |  |                                                                                                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|1. |  | I have reviewed this annual report on Form 10-K of Intelligent Systems
Corporation;                                                                                                                                                                                                                                     
|   |  |                                                                                                                                                                                                                                                                                                                         
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|   |  |                                                                                                                                                                                                                                                                                                                         
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|   |  |                                                                                                                                                                                                                                                                                                                         
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               

| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | -- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | b) |  | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                  
| |  |    |  |                                                                                                                                                                                                                                                                                             
| |  | c) |  | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                        

|   |  |                                                                                                                                                                                                                                                
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):

| |  |    |  |                                                                                                                                                                                                                                                                                               
| |  | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a) |  | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material weaknesses
in internal controls; and
| |  | b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        

|   |  |                                                                                                                                                                                                                                                                                                                                                                                       
|-- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.

|                    |  |                                         
|------------------- |  | ----------------------------------------
|Date: April 9, 2003 |  |                                         
|                    |  |                                         
|                    |  |                                         
|                    |  | /s/ Bonnie L. Herron                    
|                    |  |                                         
|                    |  | Bonnie L. Herron
Chief Financial Officer