TEKNOWLEDGE CORP
NTN 10K, 1998-05-01
COMPUTER PROGRAMMING SERVICES
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

         [X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K

                [  ] Form 10-Q and Form 10-QSB [  ] Form N-SAR

            For Period Ended:  December  31, 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 Attached Instruction Sheet Before Preparing From.  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:  TEKNOWLEDGE CORPORATION
      Former Name if Applicable:
      Address of Principal Executive Office:

      1810 Embarcadero Road
      Palo Alto, CA  94303


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, 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 or  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 reason why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and 10-QSB,  N-SAR or the transition  report or portion thereof
could not be filed within the prescribed time period.

      The Company has not been able to finalize Part III of its Annual Report on
Form 10-KSB by April 30, 1998, the required filing date,  since it was unable to
file an amendment to such Annual Report without unreasonable effort or expense.


Part IV - Other Information


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

            Dennis Bugbee, Principal Financial and Accounting Officer
(408) 424-0500

      (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 the 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? [ ]
Yes [X] 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.



Signature


                             TEKNOWLEDGE CORPORATION

                 (Name of Registrant as specified in charter)

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

Date:  May 1, 1998                         By:  /s/
                                                _______________________
                                                Dennis Bugbee
                                                Principal Financial and
Accounting Officer



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