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

                                  FORM 12B-25
                                              Commission File Number ________
                          NOTIFICATION OF LATE FILING



(Check One):  [  ] Form 10-K   [ ] Form 20-F   [ ] Form 11-K   [X] Form 10-Q
[ ] Form N-SAR

         For Period Ended:  JUNE 30, 1997

                 [  ]  Transition Report on Form 10-K
                 [  ]  Transition Report on Form 20-F
                 [  ]  Transition Report on Form 11-K
                 [  ]  Transition Report on Form 10-Q
                 [  ]  Transition Report on Form N-SAR
         For the Transition Period Ended: ________________________________

 Read Instruction (on back page) Before Preparing Form.  Please Print or Type.
   NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
                  VERIFIED ANY INFORMATION CONTAINED HEREIN.
                               


If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_________________________________
_______________________________________________________________________________

                        PART I -- REGISTRANT INFORMATION

Full name of registrant   INTELLIGENT SYSTEMS CORPORATION

Former name if applicable _____________________________________________________

Address of principal executive office (street and number):

                             4355 SHACKLEFORD ROAD
                            NORCROSS, GEORGIA 30093
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                       PART II -- RULES 12B-25(B) AND (C)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed.  (Check box if appropriate)

[ X ]            (a)  The reasons described in reasonable detail in Part III of
         this form could not be eliminated without unreasonable effort or
         expense;

[ X ]            (b)  The subject annual report, semi-annual report, transition
         report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion
         thereof will be filed on or before the fifteenth calendar day
         following the prescribed due date; or the subject quarterly report or
         transition report on Form 10-Q, or portion thereof will be filed on
         before the fifth calendar day following the prescribed due date; and

[   ]            (c)  The accountant's statement or other exhibit required by
         Rule 12b-25(c) has been attached if applicable.


                             PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.

Intelligent Systems Corporation ("ISC" or "the Company") is filing this
Notification of Late Filing for its Form 10Q for the quarter ended June 30,
1997.  ISC represents that:  (i) the reason causing ISC's inability to timely
file its Form 10Q could not be eliminated without unreasonable effort or
expense and (ii) ISC will file its Form 10Q no later than the fifth calendar
day following the prescribed due date.

The Company has an investment in a privately held company which is accounted
for using the equity method. The interim financial statements and mid-year
review of this company by its auditors are not complete and therefore the
company is unable to complete its financial statements.

For this reason, management cannot timely file the Intelligent Systems
Corporation Form 10Q without unreasonable effort and expense.


                          PART IV -- OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification:

            HENRY H. BIRDSONG                              770-381-2900 
         ----------------------------------------------------------------------
                 Name                   Area Code        Telephone Number

(2)      Have all other periodic reports required under section 13 or 15(d) of
         the Securities Exchange Act of 1934 or section 30 of the Investment
         Company Act of 1940 during the preceding 12 months or for such shorter
         period that the registrant was required to file such report(s) been
         filed?  If answer is no, identify report(s).
                                                             [ X ] Yes   [  ] No

(3)      Is it anticipated that any significant change in results of operations
         from the corresponding period for the last fiscal year will be
         reflected by the earnings statements to be included in the subject
         report or portion thereof?                          [ X ] Yes   [  ] No

         If so, attach an explanation of the anticipated change, both
         narratively and quantitatively, and, if appropriate, state the reasons
         why a reasonable estimate of the results cannot be made.

The Company anticipates that there will be a significant change in results of
operations for the quarter and year to date periods ended June 30, 1997,
compared to the corresponding prior periods.  The Company expects to report a
loss for the three month period ended June 30, 1997 compared to a gain of $3.5
million for the three month period ended June 30, 1996.  In the quarter ended
June 30, 1996, the Company reported a non-recurring gain of $3.3 million which
was the principal reason for the income generated in the three month period
ended June 30, 1996.  Resultingly, the Company expects to report a loss for the
six month period ended June 30, 1997, compared to a gain of $3.0 million for
the six month period ended June 30, 1996.  As of this filing, the loss for the
three and six months periods in 1997 cannot be precisely estimated due to the
reasons provided in Part III; however, the Company expects to report a loss for
the 1997 periods due to losses from operations and certain accounting
adjustments made by the investee. 

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                        INTELLIGENT SYSTEMS CORPORATION

has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.

Date:  August 15, 1997                         By: /s/ Henry H. Birdsong
                                                   -----------------------
                                                   Henry H. Birdsong
                                                   Chief Financial Officer


INSTRUCTION:  The form may be signed by an executive officer of the registrant
or by any other duly authorized representative.  The name and title of the
person signing the form shall be typed or printed beneath the signature.  If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.


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