SCIENTIFIC SOFTWARE INTERCOMP INC
10-Q/A, 1996-08-13
PREPACKAGED SOFTWARE
Previous: SCIENTIFIC SOFTWARE INTERCOMP INC, 10-Q/A, 1996-08-13
Next: SCOTTS LIQUID GOLD INC, 10-Q, 1996-08-13



                                      3
                                UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C.  20549

                                 FORM 10-Q/A
                         (AS AMENDED AUGUST 12, 1996)

              (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                        FOR THE QUARTERLY PERIOD ENDED

                                JUNE 30, 1995

                                      OR

              (  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 13(D)
                     THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM _____ TO _____

                        COMMISSION FILE NUMBER 0-4882

                    SCIENTIFIC SOFTWARE-INTERCOMP, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>

<CAPTION>



<S>                               <C>

COLORADO                                   84-0581776
- --------------------------------  -------------------
STATE (OR OTHER JURISDICTION OF         (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)    IDENTIFICATION NO.)
</TABLE>



               1801 CALIFORNIA STREET, DENVER, COLORADO 80202
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                               (303) 292-1111
             (REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
                                      

    _____________________________________________________________________
   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED FROM LAST
                                   REPORT).

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

 NUMBER OF SHARES OF COMMON STOCK, NO PAR VALUE OUTSTANDING AT JULY 31, 1995:

                                  8,176,518
                     (THIS FORM 10-Q/A INCLUDES 17 PAGES)

<PAGE>
                                    INDEX


<TABLE>

<CAPTION>



                                                    PAGE
                                                    ----
<S>                                                 <C>

PART I.  FINANCIAL INFORMATION
- --------------------------------------------------      
CONSOLIDATED BALANCE SHEETS AT JUNE 30, 1995 AND
 DECEMBER 31, 1994                                     3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
 THREE AND SIX MONTHS ENDED JUNE 30, 1995 AND 1994     4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
 SIX MONTHS ENDED JUNE 30, 1995 AND 1994               5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS             6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
 CONDITION AND RESULTS OF OPERATIONS                   9
                                                      16
PART II.  OTHER INFORMATION
</TABLE>



<PAGE>
<TABLE>

<CAPTION>

                          SCIENTIFIC SOFTWARE-INTERCOMP, INC.

                              CONSOLIDATED BALANCE SHEETS
                  (IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS )


                                                              June 30,     December 31,
                                                                1995           1994
                                                            ------------  --------------
ASSETS                                                      (Unaudited)    (Unaudited)
<S>                                                         <C>           <C>

Current Assets
 Cash and cash equivalents                                  $       498   $         588 
 Accounts receivable, net of allowance for doubtful
   accounts of $4,443 and $4,617                                  6,759           6,145 
 Work in progress                                                 5,362           4,973 
 Other current assets                                               826           1,055 
   Total current assets                                          13,445          12,761 

Software, net of accumulated amortization of                     27,838 
 $28,271 and $25,524                                                             27,656 

Property and Equipment, net of accumulated depreciation
 and amortization of $6,039 and $5,094                            1,788           1,917 

Other Assets                                                      2,197           2,210 
                                                            $    45,268   $      44,544 
                                                            ============  ==============

LIABILITIES, REDEEMABLE PREFERRED STOCK,
AND STOCKHOLDERS' EQUITY
Current Liabilities
 Note payable and current portion of long-term obligations  $       440   $         286 
 Note payable to bank                                             2,300           1,000 
 Accounts payable                                                 2,653           2,703 
 Accrued salaries and fringe benefits                             1,440           1,387 
 Accrued lease obligations                                          257             570 
 Deferred maintenance and other revenue                           2,513           2,010 
 Other current liabilities                                        1,314           1,339 
                                                                          --------------
   Total current liabilities                                     10,918           9,295 
Accrued Lease Obligations                                           628             720 
Long-Term Obligations                                               320             343 
Convertible Debentures                                            1,750           1,750 

Redeemable Preferred Stock
 Series A Convertible Preferred Stock, $5 par value;
 1,200,000 shares authorized, 800,000 shares issued
 and outstanding                                                  4,000           4,000 
                                                            ------------                

Stockholders' Equity
 Common stock, no par value; $.10 stated value;
 10,000,000 shares authorized, 8,178,000 and
 4,667,000 shares issued and outstanding                            818             806 
 Paid-in capital                                                 48,449          48,233 
 Accumulated deficit                                            (20,971)        (20,046)
 Cumulative foreign currency translation adjustment                (644)           (557)
                                                            ------------  --------------
   Total stockholders' equity                                    27,652          28,436 
                                                                 45,268   $      44,544 
                                                            ============  ==============
</TABLE>





The  accompanying  notes  are  an  integral part of the consolidated financial
statements.

<PAGE>
<TABLE>

<CAPTION>

                                     SCIENTIFIC SOFTWARE-INTERCOMP, INC.

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                           Three      Months     Ended          Six       Months     Ended
                                          June 30,                            June 30,
                                        ------------                        ------------                
                                            1995                  1994          1995                  1994
                                        ------------          ------------  ------------          ------------
<S>                                     <C>           <C>     <C>           <C>           <C>     <C>

REVENUE                                  (Unaudited)           (Unaudited)   (Unaudited)           (Unaudited)
 Consulting and training                $     3,583           $     3,582   $     7,478           $     7,121 
 Licenses and maintenance                     1,726                 3,286         4,521                 6,349 
 Other                                           57                    67           221                   174 
                                                                            ------------          ------------
                                              5,366                 6,935        12,220                13,644 
                                        ------------          ------------  ------------          ------------

COSTS AND EXPENSES
 Costs of consulting and training             2,649                 2,403         5,528                 4,862 
 Costs of licenses and maintenance,
   including software amortization of
   $1,375, $1,200, $2,750 and $2,400          1,436                 1,707         3,333                 3,262 
 Contract cost accruals (reversals)             ---                   ---           ---                    (4)
 Costs of other revenue                          69                    40           133                   104 
 Selling, general and administrative          1,830                 1,862         3,600                 3,595 
 Software research and development              223                   136           300                   314 
                                                                            ------------          ------------
                                              6,207                 6,148        12,894                12,133 
                                        ------------          ------------  ------------          ------------

INCOME FROM OPERATIONS                         (841)                  787          (674)                1,511 

Other Income (Expense)
 Interest income (expense)                      (70)                 (182)         (120)           (329)  (43)
 Foreign exchange gains (losses)                (27)                  (38)          (31)                  (43)
                                        ------------          ------------  ------------          ------------

Income Before Income Taxes                     (938)                  567          (825)                1,139 

Provision For Income Taxes                       50                   120           100                   235 
                                        ------------          ------------  ------------          ------------

NET INCOME (LOSS)                       $      (988)          $       447   $      (925)          $       904 
                                        ============          ============  ============          ============

Weighted Average Number of Common and
 Common Equivalent Shares Outstanding         8,127                 5,730         8,114                 5,832 
                                                                            ============          ============

Income (Loss)Per Common and Common
 Equivalent Share                       $     (0.12)          $     $0.08   $     (0.12)          $      0.16 
                                        ============          ============  ============          ============
</TABLE>




The  accompanying  notes  are  an  integral part of the consolidated financial
statements.

<PAGE>
<TABLE>

<CAPTION>

                         SCIENTIFIC SOFTWARE-INTERCOMP, INC.

                        CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (IN THOUSANDS)



                                                        Six Months    Ended June 30,
                                                       ------------  ----------------
                                                           1995            1994
                                                       ------------  ----------------
<S>                                                    <C>           <C>

CASH FLOWS FROM OPERATING ACTIVITIES
 Net income                                            $      (925)  $           904 
                                                       ------------  ----------------
 Adjustments:
   Depreciation and amortization                             3,110             2,745 
   Contract cost accruals (reversals)                          ---                (4)
   Provision for losses on accounts receivable                (200)               30 
 Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable
     and work in progress                                     (803)           (1,697)
   (Increase) decrease in other assets  `                      242                27 
   Increase (decrease) in accounts payable and
     accrued expenses                                          (22)             (976)
   Increase (decrease) in accrued lease obligations           (404)             (277)
   Increase (decrease) in deferred revenue                     503              (157)
                                                       ------------  ----------------
     Total adjustments                                       2,426              (309)
                                                       ------------  ----------------
     Net cash provided by operating activities               1,501               595 
                                                       ------------  ----------------

CASH FLOWS FROM INVESTING ACTIVITIES
 Capitalized software costs                                 (2,929)           (2,470)
 Purchases of equipment                                       (321)             (449)
     Net cash (utilized in) investing activities            (3,163)           (2,919)
                                                       ------------  ----------------

CASH FLOWS FROM FINANCING ACTIVITIES
 Sales of common stock                                         228             9,109 
 Bank borrowings                                             1,300               104 
 Repayments of bank borrowings                                 ---            (5,132)
 Proceeds from (repayments of) other obligations               131              (113)
     Net cash provided by financing activities               1,659             3,968 
                                                       ------------  ----------------

Effect of exchange rates on cash                               (87)               45 
                                                       ------------  ----------------
Net increase (decrease) in cash and cash equivalents           (90)            1,689 
Cash and cash equivalents at beginning of period               588               139 
                                                       ------------  ----------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                     498   $         1,828 
                                                       ============  ================

SUPPLEMENTAL CASH FLOW INFORMATION
Cash paid during the year for:
 Interest, net of amounts capitalized                  $       137   $           334 
</TABLE>


The  accompanying  notes  are  an  integral part of the consolidated financial
statements.

<PAGE>
                     SCIENTIFIC SOFTWARE-INTERCOMP, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE  1  -  UNAUDITED  INTERIM  INFORMATION

     This  Form  10-Q/A  includes  the  consolidated  financial  statements of
Scientific  Software-Intercomp,  Inc., and its wholly-owned subsidiaries.  The
consolidated  balance  sheet  as  of  December  31, 1994 is excerpted from the
audited  financial statements for the year then ended.  The original Form 10-Q
was  filed  before the audited financial statements for the audit for the year
ended  December 31, 1994 were available.  This Form 10-Q/A is filed to include
the audited balance sheet for the year ended December 31, 1994 and conform the
June  30,  1995  consolidated  balance  sheet  and  statement  of  cash  flow.

The  Notes to Consolidated Financial Statements included in the Company's 1994
Annual  Report  on  Form  10-K  should  be  read  in  conjunction  with  these
consolidated  financial  statements.


NOTE  2  -  BANK  CREDIT  AGREEMENT

Effective  September  21,  1994, the Company established a new primary banking
relationship,  which includes a loan agreement with the bank that provides for
a  revolving  credit  facility pursuant to which the Company may utilize up to
$6.0  million for: (a) short-term borrowings for working capital purposes, and
(b)  the  issuance of letters of credit for bid guarantees, performance bonds,
and  advance  payment  guarantees.

Borrowings  and  outstanding  letters  of  credit  are  collateralized  by
substantially  all  the  Company's  assets,  excluding  those of the Company's
Canadian  subsidiary.    The  maximum amount of cash borrowings and letters of
credit  that  may be outstanding at any time is determined by a borrowing base
formula  related  to  available collateral.  The credit facility consists of a
foreign  portion under which up to $4.5 million cash borrowings and letters of
credit  may  be  outstanding  if  sufficient  collateral  of  foreign accounts
receivable  is available and a domestic portion under which up to $1.5 million
of  cash  borrowings  and  letters  of credit may be outstanding if sufficient
collateral  of  domestic  accounts  receivable  is  available.

The  foreign  portion  of  the  credit facility is supported by a $4.5 million
guarantee  by  the  Export-Import  Bank of the United States.  The Company has
received  approval  from  its primary bank to extend maturity of the revolving
credit  facility  to  October  15,  1995.    The  size of the revolving credit
facility  will  be  reduced  to  $5.0  million,  a $4.5 million foreign credit
facility  and  a  $0.5  million  domestic  credit facility.  This extension is
subject  to a corresponding extension of the Export-Import Bank's guarantee to
October  15,  1995.  In addition, the Company's primary bank has requested the
Export-Import  Bank  to extend expiration of the guarantee to June 15, 1996 in
anticipation  of  extending the revolving credit facility to a longer maturity
after the bank has additional time to assess the Company's future performance.

As of June 30, 1995, the borrowing base, amounts of short-term cash borrowings
and  letters  of  credit outstanding, and credit available under the revolving
credit  facility  were  as  follows:

<TABLE>

<CAPTION>



                                               (In thousands)
<S>                                            <C>

Revolving credit facility limit                $         6,000
                                               ===============

Borrowing base (limited by insurance
coverage and amount of qualified receivables)  $         3,680
Amounts outstanding:
 Short-term cash borrowings                    $         2,300
  Letters of credit                                      1,021
                                               ---------------
                                               $         3,321
                                               ===============

Credit available as of June 30, 1995           $           359
                                               ===============
</TABLE>



Interest  rates  applicable  to  short-term  cash borrowings under the foreign
portion of the credit facility are equal to the bank's prime rate of interest.
 Interest  rates  applicable  to short-term cash borrowings under the domestic
portion  of the credit facility are equal to the bank's prime rate of interest
plus  1.5%.    At  June 30, 1995, interest rates applicable to short-term cash
borrowings  were  9.0%  and 10.5% for the foreign and domestic portions of the
line  of  credit,  respectively.  The Company pays 2% annually for outstanding
letters  of  credit.    The  agreement  requires that the Company meet certain
requirements  regarding  operating  results  and  financial  condition,  and
prohibits  the  Company from paying dividends without the bank's prior written
consent.

The  Company pays to the Export-Import Bank an annual fee of $67,500, equal to
1.5%  of the amount of the guarantee.  In addition, the Company is required to
purchase  credit insurance for all foreign and certain domestic receivables at
a  cost  of  0.25%  of  the  amount  of  the  insured  receivables.

In  January 1995, the Company's United Kingdom subsidiary obtained a bank line
of  credit  of  $300,000  for working capital financing of its projects.  This
line of credit is collateralized by a Letter of Credit for $300,000, which was
issued by the Company's primary bank pursuant to the revolving credit facility
described above.  Interest related to borrowings on the United Kingdom line of
credit  is  charged  at  a  rate  per  annum equal to the bank's prime rate of
interest  plus  1.75%.    At  June 30, 1995, the United Kingdom subsidiary had
approximately  $250,000  outstanding  under  the  line  of  credit.

The  Company's  Canadian subsidiary has a bank line of credit of approximately
$150,000 for working capital financing of its projects.  At June 30, 1995, the
Canadian  subsidiary  had  no  outstanding borrowings under this arrangement. 
Interest  related to borrowings on the Canadian line of credit is charged at a
rate  per  annum  equal  to  the  bank's  prime  rate  of interest plus 1.25%.


NOTE  3  -  CONTINGENCIES

Other  assets at June 30, 1995 and December 31, 1994 includes $470,000 related
to  a  claim  for costs incurred pursuant to a gas pipeline project in India. 
Depending on the amount collected on a claim by the primary contractor against
the  ultimate  customer,  the  Company  could  receive up to $1.4 million.  An
allowance  for  doubtful accounts of $470,000 has been recorded as of June 30,
1995.

The  Company's  long-term  services contracts generally include provisions for
penalty  charges  for  delay  in  the  completion  of contracts.  In the first
quarter  of  1995,  the  Company did not complete a contract on a timely basis
that  could  have  resulted  in  significant  penalties  if  the  Company  was
determined  to  be  at  fault.    Management  believes failure to complete the
project timely is due to the customer and that no penalties will be incurred. 
Subsequent  to the second quarter of 1995 the Company received full payment on
the  project.    The  payment by the customer supports management's contention
that  the  client  will  not  assess  penalties  on  the project.  The Company
continues  to  work  with  the  customer  to  resolve  the  matter.


NOTE  4  -  INCOME  TAXES

The Company's income tax expense is primarily due to foreign taxes withheld at
the  source  on  sales  in  some foreign countries.  Consequently, these taxes
cause the Company's effective tax rate to vary from the Federal statutory rate
and  the  Company  incurred  a current tax provision in spite of a loss in the
current  period.

ITEM  2.          MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF
                  FINANCIAL  CONDITION  AND  RESULTS  OF  OPERATIONS

LIQUIDITY  AND  CAPITAL  RESOURCES

OVERALL  FINANCIAL  POSITION.  At June 30, 1995, the Company's working capital
ratio  was  1.3  to  1  based  on current assets to $13.4  million and current
liabilities of $10.9 million.  The Company's working capital ratio at December
31,  1994  was  1.4  to 1 based on current assets to $12.7 million and current
liabilities  of $9.2 million.  Total stockholders' equity was $27.6 million at
June  30,  1995  and  $28.4  million  at  December  31,  1994.

BANK  REVOLVING  CREDIT  FACILITY

Effective  September  21,  1994, the Company established a new primary banking
relationship,  which includes a loan agreement with the bank that provides for
a  revolving  credit  facility pursuant to which the Company may utilize up to
$6.0  million for: (a) short-term borrowings for working capital purposes, and
(b)  the  issuance of letters of credit for bid guarantees, performance bonds,
and  advance  payment  guarantees.

Borrowings  and  outstanding  letters  of  credit  are  collateralized  by
substantially  all  the  Company's  assets,  excluding  those of the Company's
Canadian  subsidiary.    The  maximum amount of cash borrowings and letters of
credit  that  may be outstanding at any time is determined by a borrowing base
formula  related  to  available collateral.  The credit facility consists of a
foreign  portion under which up to $4.5 million cash borrowings and letters of
credit  may  be  outstanding  if  sufficient  collateral  of  foreign accounts
receivable  is available and a domestic portion under which up to $1.5 million
of  cash  borrowings  and  letters  of credit may be outstanding if sufficient
collateral  of  domestic  accounts  receivable  is  available.

The  foreign  portion  of  the  credit facility is supported by a $4.5 million
guarantee  by  the  Export-Import  Bank of the United States.  The Company has
received  approval  from  its primary bank to extend maturity of the revolving
credit  facility  to  October  15,  1995.    The  size of the revolving credit
facility  will  be  reduced  to  $5.0  million,  a $4.5 million foreign credit
facility  and  a  $0.5  million  domestic  credit facility.  This extension is
subject  to a corresponding extension of the Export-Import Bank's guarantee to
October  15,  1995.  In addition, the Company's primary bank has requested the
Export-Import  Bank  to extend expiration of the guarantee to June 15, 1996 in
anticipation  of  extending the revolving credit facility to a longer maturity
after the bank has additional time to assess the Company's future performance.

As of June 30, 1995, the borrowing base, amounts of short-term cash borrowings
and  letters  of  credit outstanding, and credit available under the revolving
credit  facility  were  as  follows:
<TABLE>

<CAPTION>



                                                  (In thousands)
<S>                                               <C>

Revolving credit facility limit                   $         6,000
                                                  ===============

Borrowing base (limited by insurance   coverage
 and amount of qualified receivables)             $         3,680
Amounts outstanding:
 Short-term cash borrowings                       $         2,300
  Letters of credit                                         1,021
                                                  ---------------
                                                  $         3,321
                                                  ===============

Credit available as of June 30, 1995              $           359
                                                  ===============
</TABLE>



Interest  rates  applicable  to  short-term  cash borrowings under the foreign
portion of the credit facility are equal to the bank's prime rate of interest.
 Interest  rates  applicable  to short-term cash borrowings under the domestic
portion  of the credit facility are equal to the bank's prime rate of interest
plus  1.5%.    At  June 30, 1995, interest rates applicable to short-term cash
borrowings  were  9.0%  and 10.5% for the foreign and domestic portions of the
line  of  credit,  respectively.  The Company pays 2% annually for outstanding
letters  of  credit.    The  agreement  requires that the Company meet certain
requirements  regarding  operating  results  and  financial  condition,  and
prohibits  the  Company from paying dividends without the bank's prior written
consent.

The  Company pays to the Export-Import Bank an annual fee of $67,500, equal to
1.5%  of the amount of the guarantee.  In addition, the Company is required to
purchase  credit insurance for all foreign and certain domestic receivables at
a  cost  of  0.25%  of  the  amount  of  the  insured  receivables.

In  January 1995, the Company's United Kingdom subsidiary obtained a bank line
of  credit  of  $300,000  for working capital financing of its projects.  This
line of credit is collateralized by a Letter of Credit for $300,000, which was
issued by the Company's primary bank pursuant to the revolving credit facility
described above.  Interest related to borrowings on the United Kingdom line of
credit  is  charged  at  a  rate  per  annum equal to the bank's prime rate of
interest  plus  1.75%.    At  June 30, 1995, the United Kingdom subsidiary had
approximately  $250,000  outstanding  under  the  line  of  credit.

The  Company's  Canadian subsidiary has a bank line of credit of approximately
$150,000 for working capital financing of its projects.  At June 30, 1995, the
Canadian  subsidiary  had  no  outstanding borrowings under this arrangement. 
Interest  related to borrowings on the Canadian line of credit is charged at a
rate  per  annum  equal  to  the  bank's  prime  rate  of interest plus 1.25%.


RESULTS  OF  OPERATIONS

OVERALL  OPERATING  RESULTS

COMPARISON  OF  THREE  MONTHS  ENDED  JUNE  30,  1995  AND  1994
Total  revenue  decreased  23% to $5.4 million in the three months ended June
30,  1995,  from  $6.9  million  in the three months ended June 30, 1994.  The
decrease  resulted  primarily from lower licenses and maintenance revenue from
in  the  Pipeline  and  Facilities  Division  and the Kinesix Division.  These
decreases  were  partially offset by an increase in development and production
software  license and maintenance revenue, including a 38% increase in revenue
from  The  Petroleum  WorkBench  to $1.3 million in the second quarter of 1995
compared  to  $956,000  in  the  three  months  ended  June  30  ,1994.  Total
consulting  revenue for the quarter was $3.6 million which was essentially the
same  as  the  previous  year.

As  a  result  of the decrease in total revenue, during the three months ended
June  30,  1995, the Company's showed a loss before income taxes of ($938,000)
in the three months ended June 30, 1995, as compared to a profit of before tax
$567,000  in  the  three  months  ended  June  30,  1994.

The Company has already taken actions that it expects to return the Company to
profitability  in  the  near  future.

- -          Replacing entire management team as well as staff reductions in the
Kinesix  Division.
- -          Reducing  staff  in  the  Pipeline  and  Facilities  Division.
- -        Reducing staff in the Development and Production Consulting Division.
- -        A total product solution sales approach in Development and Production
Products  Division.

The Company's backlog at June 30, 1995 was $17.1 million, which is the highest
in  Company  history.


REVENUE

COMPARISON  OF  THREE  MONTHS  ENDED  JUNE  30,  1995  AND  1994
Total  Revenue.    Total  revenue  decreased 23% to $5.4 million in the three
months  ended  June 30, 1995, from $6.9 million in the three months ended June
30,  1994.    The decrease resulted from a decrease in license and maintenance
revenue of 47% to $1.7 million in 1995 from $3.3 million in 1994.  The reasons
for  the  decrease  in  licenses  and  maintenance revenue is discussed in the
preceding  section  "Overall Operating Results."  Total consulting revenue for
the  quarter  was  $3.6 million which was essentially the same as the previous
year.

Development  and  Production  Products  and  Services.    Total  revenue  from
development  and production products and services decreased 5% to $3.9 million
in the three months ended June 30, 1995, from $4.1 million in the three months
ended  June  30, 1994.  Consulting and training revenue in this area decreased
2%  to $2.6 million in the three months ended June 30, 1995, from $2.7 million
in  the three months ended June 30, 1994.  Development and production software
license  and  maintenance  revenue  decreased 10% to $1.3 million in the three
months  ended  June 30, 1995, from $1.4 million in the three months ended June
30,  1994.    Total revenue from The Petroleum WorkBench increased 38% to $1.3
million  in the three months ended June 30, 1995, from $956,000 million in the
three  months  ended  June  30,  1994.

Pipeline  and  Surface  Facilities  Products  and Services. Total revenue from
pipeline  and  surface  facilities products and services decreased 44% to $1.1
million  in  the  three  months  ended June 30, 1995, from $1.9 million in the
three  months  ended  June  30, 1994.  Consulting and training revenue in this
area  increased  50%  to $750,000 in the six  months ended June 30, 1995, from
$500,000  in  the  three  months  ended  June  30, 1994.  Pipeline and surface
facilities  software license and maintenance revenue decreased 79% to $301,000
in  1995 from $1.4 million in 1994.  License and maintenance revenue decreased
due  to  delays  in closing pipeline projects in the Pacific Rim areas and the
fact  that Company had no revenue from new Value Added Resellers (VARs) in the
quarter  ended  June  30,  1995.

GUI  Products  and  Services.    Total  revenue  from graphical user interface
("GUI")  products  and  services decreased 59% to $362,000 in the three months
ended  June  30,  1995, as compared to $884,000 in the three months ended June
30,  1994,  as  a  result  of  a  decrease to $154,000 in software license and
maintenance  revenue  in  1995  from  $512,000  in  1994.   As a result of the
continued  poor  performance  by  this  Division,  the  Company  changed  the
management  of  the  Kinesix  Division  and  reduced  staff  during  May 1995.

COMPARISON  OF  SIX  MONTHS  ENDED  JUNE  30,  1995  AND  1994
Total  Revenue.    Total  revenue  decreased  10% to $12.2 million in the six
months  ended  June  30, 1995, from $13.6 million in the six months ended June
30,  1994.    The  decrease resulted primarily from a  decrease in license and
maintenance revenue of 29% to $4.5 million in 1995 from $6.3 million in 1994. 
The reason for the decrease in license and maintenance revenue is discussed in
the  preceding  section  "Overall Operating Results."  Consulting and training
revenue  increased  5%  to  $7.5  million  in  1995 from $7.1 million in 1994.

Development  and  Production  Products  and  Services.  Total  revenue  from
development  and production products and services increased 8% to $8.4 million
in  the  six  months  ended June 30, 1995, from $7.7 million in the six months
ended  June  30, 1994.  Consulting and training revenue in this area decreased
11%  to  $5.5  million in the in the six months ended June 30, 1995, from $4.9
million  in  the  six  months ended June 30, 1994.  Development and production
software  license  and maintenance revenue increased 3% to $2.8 million in the
six months ended June 30, 1995, from $2.7 million in the six months ended June
30,  1994.    Total revenue from The Petroleum WorkBench increased 35% to $2.1
million  in  the  six months ended June 30, 1995, from $1.6 million in the six
months  ended  June  30,  1994.

Pipeline  and  Surface  Facilities  Products  and Services. Total revenue from
pipeline  and  surface  facilities products and services decreased 32% to $2.8
million in the in the six months ended June 30, 1995, from $4.2 million in the
six  months ended June 30, 1994.  Consulting and training revenue in this area
remained  essentially  level  at $1.4 million in the six months ended June 30,
1995  and  1994.  Pipeline  and  surface  facilities  software  license  and
maintenance revenue decreased 50% to $1.4 million in 1995 from $2.7 million in
1994.  License  and  maintenance  revenue  decreased  due to delays in closing
pipeline projects in the Pacific Rim areas and the Company had no revenue from
new  Value  Added  Resellers  in  the  quarter  ended  June  30,  1995.

GUI  Products  and  Services.    Total  revenue  from graphical user interface
("GUI")  products  and  services  decreased  46% to $940,000 in the six months
ended  June 30, 1995, from $1.7 million in the six months ended June 30, 1994,
as  a  result  of  a  decrease to $391,000 in software license and maintenance
revenue  in  1995  from  $930,000  in 1994.  As a result of the continued poor
performance  by  this  Division,  the  Company  changed  the management of the
Kinesix  Division  and  reduced  staff  during  May  1995.

COSTS  OF  CONSULTING  AND  COSTS  OF  LICENSES  AND  MAINTENANCE

COMPARISON  OF  THREE  MONTHS  ENDED  JUNE  30,  1995  AND  1994
Direct  costs  of  consulting  and  training increased to $2.6 million in the
three  months ended June 30, 1995, from $2.4 million in the three months ended
June 30, 1994.  Direct costs of consulting and training were 74% of consulting
training  revenue  in the three months ended June 30, 1995, as compared to 67%
in  the  three  months  ended  June  30,  1994.

The  Company  has already put in place a reorganization of the Development and
Production  Consulting  Division  which  is  aimed  at  reducing  the  cost of
consulting  revenue.    Costs of licenses and maintenance were $1.4 million in
the  three  months  ended  June 30, 1995 compared to $1.7 million in the three
months  ended  June  30,  1994, in spite of increased software amortization of
$1.4  million  in  1995 up from $1.2 million in 1994.  Total costs of licenses
and  maintenance  were  83%  of  license  and maintenance revenue in the three
months  ended June 30, 1995, as compared to 52% in the three months ended June
30,  1994.    The  higher  cost  percentages  were  the  result  of poor sales
performance  in  the  recent  quarter.

Because of the uncertainty about collectibility of certain fixed fee contracts
in  the fourth quarter of 1994, the Company increased its reserve for doubtful
accounts  by $2,443,000.  The Company recovered bad debt expenses were reduced
by  $235,000  in  the  current quarter for recoveries of items reserved in the
fourth  quarter  of  1994.

COMPARISON  OF  SIX  MONTHS  ENDED  JUNE  30,  1995  AND  1994
Direct  costs of consulting and training increased to $5.5 million in the six
months  ended  June  30, 1995,  from $4.9 million in the six months ended June
30,  1994.    Direct  costs  of consulting and training were 74% of consulting
training  revenue in the six months ended June 30, 1995, as compared to 69% in
the  six  months  ended  June  30,  1994.

Costs  of  licenses  and maintenance were $3.3 million in the six months ended
June  30,  1995,  as compared to $3.3 million in the six months ended June 30,
1994, including software amortization of $2.8 million in 1995 and $2.4 million
in  1994.    Total  costs  of licenses and maintenance were 74% of license and
maintenance  revenue in the six months ended June 30, 1995, as compared to 51%
in  the six months ended June 30, 1994.  As previously indicated, the expenses
were  reduced  by  $235,000  for  recoveries  of  items reserved in the fourth
quarter  of  1994.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

COMPARISON  OF  THREE  MONTHS  ENDED  JUNE  30,  1995  AND  1994
Selling,  general  and  administrative expenses were $1.8 million in the three
months  ended  June  30, 1995, and $1.9 million in the three months ended June
30,  1994.

COMPARISON  OF  SIX  MONTHS  ENDED  JUNE  30,  1995  AND  1994
Selling,  general  and  administrative  expenses  were $3.6 million in the six
months ended June 30, 1995, and $3.6 million in the six  months ended June 30,
1994.

SOFTWARE  RESEARCH  AND  DEVELOPMENT

The  following  table summarizes total costs of development and enhancement of
the  Company's  software  products for the three and six months ended June 30,
1995 and 1994,  the portion of these costs capitalized in accordance with FASB
Statement No. 86, the portion charged to research and development expense, the
portion  of  capitalized  costs  amortized, and the total amounts expensed and
amortized.
<TABLE>

<CAPTION>



                    Total                                                    Total
                  Software        Amount         Amount         Amount    Charges to
                Expenditures   Capitalized      Expensed      Amortized    Earnings
                -------------  ------------  ---------------  ----------  -----------
                                             (In thousands)
<S>             <C>            <C>           <C>              <C>         <C>

Three Months
Ended June 30,
1995            $       1,707  $      1,484  $           223  $    1,375  $     1,598
1994                    1,358         1,222              136       1,200        1,336

Six Months
Ended June 30,
1995                    3,229         2,929              300       2,750        3,050
1994                    2,784         2,470              314       2,400        2,714
</TABLE>



The Company has continued its commitment to the development and enhancement of
its  software products.  Although software research and development costs will
continue,  management  expects  such  costs  will  decrease as a percentage of
revenue  in  the  future.  Management expects that the amount of future annual
capitalized  software  development  costs  will  be  less  than  future annual
software  amortization expenses.  Accordingly, the net capitalized cost of the
Company's  software  assets  is  anticipated  to  decline  in  future  years.

FOREIGN  EXCHANGE  GAINS  (LOSSES)

The  Company's  foreign  exchange  gains  and losses relate principally to the
effects  of  fluctuations  in  the  exchange  rate  of  the  British  pound on
transactions  of  the  Company's  subsidiary  in  the  United Kingdom that are
denominated  in  other  currencies.

COMPARISON  OF  THREE  MONTHS  ENDED  JUNE  30,  1995  AND  1994
During  the  three  months ended June 30,  1995 and 1994, the Company reported
net  foreign exchange losses of $27,000 and $38,000, respectively, principally
as a result of the strengthening of the British pound against the U.S. dollar.

COMPARISON  OF  SIX  MONTHS  ENDED  JUNE  30,  1995  AND  1994
During  the  six months ended June 30, 1995 and 1994, the Company reported net
foreign exchange losses of $31,000 and $43,000, respectively, principally as a
result  of  the  strengthening  of  the British pound against the U.S. dollar.

INTEREST  INCOME  (EXPENSE)

The  following  table  summarizes  the components of interest income (expense)
during the three and six months ended June 30, 1995 and 1994.  The capitalized
interest  was  included  as  a  component  of the capitalized cost of software
development  projects  in  progress  in accordance with FASB Statement No. 34.
<TABLE>

<CAPTION>



                                                           Interest
                Interest      Interest        Interest      Income
                 Income       Incurred      Capitalized   (Expense)
                ---------  ---------------  ------------  ----------
<S>             <C>        <C>              <C>           <C>

                            (In thousands)
Three Months
Ended June 30,
1995            $      10  $         (130)  $         50  $     (70)
1994                    3            (276)            91       (182)

Six Months
Ended June 30,
1995                   17            (237)           100       (120)
1994                    5            (518)           184       (329)
</TABLE>


INFLATION

The  Company's  results  of operations have not been affected by inflation and
management  does  not  expect  inflation  to  have a significant effect on its
operations  in  the  future.

                         PART II.  OTHER INFORMATION

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

a.  Not  applicable.

b.    Reports  on  Form  8-K.    On July 10, 1995 the Company filed a Form 8-K
disclosing that its primary audit firm had resigned without issuing an opinion
on  the  December 31, 1994 financial statements.  The Company has subsequently
filed  two  amendments  to the Form 8-K.  The first amendment filed on July 7,
1995  included  the explanation of former auditors for their resignation.  The
second  amendment  filed on August 14, 1995 included the Company's comments on
the  explanation  of  former  auditors  for  their  resignation


                                  SIGNATURES

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


<TABLE>

<CAPTION>



<S>              <C>                                  <C>

                 SCIENTIFIC SOFTWARE-INTERCOMP, INC.




August 12, 1996         /s/ George Steel
- ---------------         --------------------------------------------------------------
Date                    George Steel, Chairman, President and Chief Executive Officer
                        (a principal executive officer and director)



August 12, 1996         /s/ Barbara J. Cavallo
- ---------------         --------------------------------------------------------------
Date                    Barbara J. Cavallo, Financial Controller
</TABLE>







[DESCRIPTION]	Financial  Data  Schedule
<TABLE>     <S>     <C>

[ARTICLE]	5
[MULTIPLIER]	1,000

[PERIOD-TYPE]	6-MOS
<FISCAL  YEAR-END>	DEC-31-1995
[PERIOD-START]	JAN-01-1995
[PERIOD-END]	JUN-30-1995
[CASH]	498
[SECURITIES]	0
[RECEIVABLES]	11,202
[ALLOWANCES]	4,443
[INVENTORY]	0
[CURRENT-ASSETS]	826
[PP&E]	7,827
[DEPRECIATION]	6,039
[TOTAL-ASSETS]	45,268
[CURRENT-LIABILITIES]	10,918
[BONDS]	0
[COMMON]	818
[PREFERRED-MANDATORY]	48,449
[PREFERRED]	0
[OTHER-SE]	0
[TOTAL-LIABILITY-AND-EQUITY]	45,268
[SALES]	12,220
[TOTAL-REVENUES]	12,220
[CGS]	0
[TOTAL-COSTS]	12,894
[OTHER-EXPENSES]	0
[LOSS-PROVISION]	0
[INTEREST-EXPENSE]	(120)
[INCOME-PRETAX]	(825)
[INCOME-TAX]	100
[INCOME-CONTINUING]	(925)
[DISCONTINUED]	0
[EXTRAORDINARY]	0
[CHANGES]	0
[NET-INCOME]	(925)
[EPS-PRIMARY]	(0.12) 
[EPS-DILUTED]	0


</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission