UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 Current Report
                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

          Date of Report (Date of earliest event reported): May 4, 2004

                         INTELLIGENT SYSTEMS CORPORATION
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

           Georgia                       1-9330                   58-1964787
   (State or other jurisdiction       Commission file          (I.R.S. Employer
of incorporation or organization)         number             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




Item 10. Amendments to the Registrant's Code of Ethics, or Waiver of a Provision
         of the Code of Ethics.

As previously disclosed, the Company's lease on its headquarters and primary
facility at 4355 Shackleford Road, Norcross, Georgia expires May 31, 2004. The
Company's current landlord is unwilling to renew this lease and has instead
expressed a desire to sell the facility. ISC Properties, LLC, an entity
controlled by the Company's Chairman and Chief Executive Officer, J. Leland
Strange, has proposed to purchase the facility from the current landlord and
lease approximately 45 percent of the facility to the Company in order to allow
the Company to stay in its present facility and to avoid the disruption and
expense of a move. After careful consideration, the Company's Board of Directors
has concluded that the proposed lease transaction is fair to the Company and in
the best interests of the Company and its shareholders, and has approved the
proposed lease transaction between the Company and ISC Properties, LLC. In
connection with this approval, the Board of Directors has waived the conflict of
interest provisions of the Company's Code of Ethics as they apply to Mr. Strange
in connection with the proposed lease transaction.

                                    SIGNATURE

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

Date: May 11, 2004                               INTELLIGENT SYSTEMS CORPORATION
                                                        (Registrant)

                                                     /s/ Bonnie L. Herron
                                                     -----------------------
                                                 By: Bonnie L. Herron
                                                     Chief Financial Officer


                                       2