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 12, 2004

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

      Georgia                       1-9330                       58-1964787
  (State or other          Commission file number             (I.R.S. Employer
  jurisdiction of                                            Identification No.)
  incorporation or
   organization)

  4355 Shackleford Road, Norcross, Georgia                               30093
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  (Address of principal executive offices)                            (Zip Code)

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




ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

     Exhibits

      99.1 Press release  issued by Intelligent  Systems  Corporation on May 12,
2004.

ITEM 9. REGULATION FD DISCLOSURE

      On May 12, 2004,  Intelligent  Systems  Corporation issued a press release
announcing its financial results for the quarter ended March 31, 2004. A copy of
the press release is attached as Exhibit 99.1

      The  information  contained in this "Item 9.  Regulation FD Disclosure" is
being  furnished  pursuant  to "Item 12.  Results of  Operations  and  Financial
Condition" of Form 8-K.

      The  information  in this Form 8-K and the attached  Exhibit  shall not be
deemed  "filed" for purposes of Section 18 of the Securities and Exchange Act of
1934, nor shall it be deemed  incorporated  by reference in any filing under the
Securities  Act of 1933,  except as shall be  expressly  set  forth by  specific
reference in such filing.

                                    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 12, 2004                         INTELLIGENT SYSTEMS CORPORATION
                                                     (Registrant)

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

                                  Exhibit Index

Exhibit
Number   Description
------   -----------
99.1     Press release issued by Intelligent Systems Corporation on May 12, 2004