SCIENTIFIC SOFTWARE INTERCOMP INC
10-Q/A, 1996-08-13
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                                      14
                                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

                                MARCH 31, 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                                        NO            X

SHARES  OF  COMMON STOCK, NO PAR VALUE OUTSTANDING AT MAY 31, 1995:  8,176,518


                     (THIS FORM 10-Q/A INCLUDES 12 PAGES)

<PAGE>

                                    INDEX
<TABLE>

<CAPTION>



                                                PAGE
                                                ----
<S>                                             <C>

PART I.  FINANCIAL INFORMATION
- ----------------------------------------------      
CONSOLIDATED BALANCE SHEETS AT MARCH 31, 1995
 AND DECEMBER 31, 1995                             3
CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE
 THREE MONTHS ENDED MARCH 31, 1995 AND 1994        4
CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE
 THREE MONTHS ENDED MARCH 31, 1995 AND 1994        5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS         6
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
 FINANCIAL CONDITION AND RESULTS OF OPERATIONS     8
PART II.  OTHER INFORMATION                       12
</TABLE>




<PAGE>
<TABLE>

<CAPTION>

                             SCIENTIFIC SOFTWARE-INTERCOMP, INC.

  CONSOLIDATED BALANCE SHEETSCONSOLIDATED BALANCE SHEETS AT MARCH 31, 1996 AND DECEMBER 31,
                                            1995
                          (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS )


                                                                   March 31,    December 31,
                                                                     1995           1994
                                                                  -----------  --------------
<S>                                                               <C>          <C>

ASSETS
Current Assets:
 Cash and cash equivalents                                        $      527   $         588 
 Accounts receivable, net of allowance for doubtful accounts
   of $4,526 and $4,617                                                4,739           6,145 
 Work in progress                                                      7,110           4,973 
 Other current assets                                                    909           1,055 
   Total current assets                                               13,285          12,761 
                                                                  -----------  --------------

Software, net of accumulated amortization of $26,899 and $25,524      27,729          27,656 
                                                                  -----------  --------------

Property and Equipment, net of accumulated depreciation
 and amortization of $5,840 and $5,589                                 1,881           1,917 
                                                                  -----------  --------------

Other Assets                                                           2,117           2,210 
                                                                  $   45,012   $      44,544 
                                                                  ===========  ==============

LIABILITIES, REDEEMABLE PREFERRED STOCK,
AND STOCKHOLDERS' EQUITY
Current Liabilities:
 Note payable and current portion of long-term obligations        $      534   $         286 
 Notes payable to bank                                                 1,850           1,000 
 Accounts payable                                                      2,177           2,703 
 Accrued salaries and fringe benefits                                  1,332           1,387 
 Accrued lease obligations                                               298             570 
 Deferred maintenance and other revenue                                1,799           2,010 
 Other current liabilities                                             1,421           1,339 
                                                                  -----------  --------------
   Total current liabilities                                           9,411           9,295 
                                                                  -----------  --------------

Accrued Lease Obligations                                                678             720 
Long-Term Obligations                                                    330             343 
Convertible Debentures                                                 1,750           1,750 
                                                                  -----------  --------------

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

Stockholders' Equity:
 Common stock, no par value; $.10 stated value; 25,000 shares
   authorized; 8,151 and 8,064 shares issued and outstanding             815             806 
 Paid-in capital                                                      48,425          48,233 
 Accumulated deficit                                                 (19,983)        (20,046)
 Cumulative foreign currency translation adjustment                     (414)           (557)
                                                                  -----------  --------------
 Total stockholders' equity                                           28,843          28,436 
                                                                  $   45,012   $      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 OPERATIONSCONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE
                           MONTHS ENDED MARCH 31, 1995 AND 1994
                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


                                                          Three Months    Ended March 31,
                                                              1995             1994
                                                         --------------  -----------------
<S>                                                      <C>             <C>

REVENUE

 Consulting and training                                 $       3,895   $          3,539 
 Licenses and maintenance                                        2,795              3,063 
 Other                                                             164                107 
                                                                 6,854              6,709 
                                                         --------------  -----------------

COSTS AND EXPENSES
 Costs of consulting                                             2,879              2,459 
 Costs of licenses and maintenance, including software
   amortization of $1,375 and $1,200                             1,897              1,555 
 Contract cost accruals (reversals)                                ---                 (4)
 Costs of other revenue                                             64                 64 
 Selling, general and administrative                             1,770              1,733 
 Software research and development                                  77                178 
                                                                 6,687              5,985 


INCOME FROM OPERATIONS                                             167                724 

Other Income (Expense)
 Interest income (expense)                                         (50)              (147)
 Foreign exchange gains (losses)                                    (4)                (5)
                                                         --------------  -----------------

Income Before Income Taxes                                         113                572 

Provision For Income Taxes                                          50                115 
                                                         --------------  -----------------

NET INCOME                                               $          63   $            457 
                                                         ==============  =================

Weighted Average Number of Common and
 Common Equivalent Shares Outstanding                            8,606              5,932 

Income Per Common and Common
 Equivalent Share                                        $        0.01   $           0.08 
                                                         ==============  =================
</TABLE>



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

<PAGE>
<TABLE>

<CAPTION>

                          SCIENTIFIC SOFTWARE-INTERCOMP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWSCONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE
                          MONTHS ENDED MARCH 31, 1995 AND 1994
                                     (IN THOUSANDS)


                                                        Three Months    Ended March 31,
                                                            1995             1994
                                                       --------------  -----------------
<S>                                                    <C>             <C>

Cash Flows from Operating Activities
 Net income                                            $          63   $            457 
                                                       --------------  -----------------
 Adjustments:
   Depreciation and amortization                               1,551              1,404 
   Contract cost accruals (reversals)                            ---                 (4)
   Provision for losses on accounts receivable                    45                 15 
 Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable
     and work in progress                                       (776)               555 
   (Increase) decrease in other assets  `                        239                262 
   Increase (decrease) in accounts payable and
     accrued expenses                                           (499)            (1,428)
   Increase (decrease) in accrued lease obligations             (314)              (137)
   Increase (decrease) in deferred revenue                      (211)              (259)
                                                       --------------  -----------------
     Total adjustments                                            35                408 
                                                       --------------  -----------------
     Net cash provided by (utilized in) operating
       activities                                                 98                865 
                                                       --------------  -----------------

Cash Flows From Investing Activities
 Capitalized software costs                                   (1,445)            (1,248)
 Purchases of equipment                                         (143)              (239)
     Net cash (utilized in) investing activities              (1,588)            (1,487)
                                                       --------------  -----------------

Cash Flows From Financing Activities
 Proceeds from sales of common stock                             201              1,016 
 Bank borrowings                                                 850 
 Proceeds from (repayments of) other obligations                 235                (34)
     Net cash provided by financing activities                 1,286                982 
                                                       --------------  -----------------

Effect of exchange rates on cash                                 143                (38)
                                                       --------------  -----------------
Net increase (decrease) in cash and cash equivalents             (61)               322 
Cash and cash equivalents at beginning of period                 588                139 
                                                       --------------  -----------------

Cash and Cash Equivalents at End of Period             $         527   $            461 
                                                       ==============  =================

Supplemental Cash Flow Information
Cash paid during the period for:
 Interest, net of amounts capitalized                  $          57   $            149 
</TABLE>


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

<PAGE>
                     SCIENTIFIC SOFTWARE-INTERCOMP, INC.

   NOTES TO CONSOLIDATED FINANCIAL STATEMENTSNOTES 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
March  31,  1995  consolidated  balance  sheet  and  statement  of  cash flow.

     The consolidated financial statements for the interim periods ended March
31,  1995  and  1994,  include  all normal recurring adjustments which, in the
opinion  of  the Company, are necessary for a fair statement of the results of
operations,  financial  position,  and cash flows, as of the dates and for the
periods  presented.   Operating results for the three month period ended March
31,  1995,  are not necessarily indicative of the results that may be expected
for  the  year  ending  December  31,  1995.

     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 $5.0 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 revolving
credit  facility  is available through July 15, 1995, concurrent with the term
of  the  current  Export-Import Bank guarantee.  The Company believes that, as
it  has  for  a number of years, the Export-Import Bank will continue to grant
additional terms of its guarantee.  The Company intends to request an increase
to the amount guaranteed to $5 million if necessary for working capital needs.
 The  Company  expects  that  the  Export-Import  Bank  would agree to such an
increase,  if  requested.

     As  of  March  31,  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)                   $         3,408
Amounts outstanding:
 Short-term cash borrowings                         $         1,850
 Letters of credit                                              669
                                                    ---------------
                                                    $         2,519
                                                    ===============

Credit available as of March 31, 1995               $           889
                                                    ===============
</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 March 31, 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 March 31, 1995, the United Kingdom subsidiary had
$300,000  outstanding  under  the  line  of  credit.

The  Company's  Canadian subsidiary has a bank line of credit of approximately
$650,000  for  working  capital financing of its projects.  At March 31, 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  March 31, 1995 and 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 March 31,
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 result in significant penalties if the Company is 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.  Certain contracts in
progress  at  March  31,  1994  have  not  been  subsequently completed by the
scheduled  dates.   Management believes that the delays were not caused by the
Company  and  that  no  significant  penalties  will  be  incurred.


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.  Because of its
significant net operating loss carryforward, the Company has not provided U.S.
Federal  income  taxes  in  any  of  the  periods presented except for certain
amounts  for alternative minimum taxes.  Consequently, the Company's effective
tax  rate  varies  from  the  U.S.  Federal  statutory  rate.

<TABLE>

<CAPTION>



<S>      <C>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS
</TABLE>



LIQUIDITY  AND  CAPITAL  RESOURCES

     OVERALL  FINANCIAL  POSITION.    At March 31, 1995, the Company's working
capital  ratio  was  1.4    to 1, based on current assets of $13.2 million and
current  liabilities  of $9.4 million.  The Company's working capital ratio at
December  31,  1994, was also 1.4  to 1.  Total stockholders' equity was $28.8
million  at  March  31,  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 $5.0 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 revolving
credit  facility  is available through July 15, 1995, concurrent with the term
of  the  current  Export-Import Bank guarantee.  The Company believes that, as
it  has  for  a number of years, the Export-Import Bank will continue to grant
additional terms of its guarantee.  The Company intends to request an increase
to the amount guaranteed to $5 million if necessary for working capital needs.
 The  Company  expects  that  the  Export-Import  Bank  would agree to such an
increase,  if  requested.

As  of  March  31,  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)                   $         3,408
Amounts outstanding:
 Short-term cash borrowings                         $         1,850
 Letters of credit                                              669
                                                    ---------------
                                                    $         2,519
                                                    ===============

Credit available as of March 31, 1995               $           889
                                                    ===============
</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 March 31, 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 March 31, 1995, the United Kingdom subsidiary had
$300,000  outstanding  under  the  line  of  credit.

The  Company's  Canadian subsidiary has a bank line of credit of approximately
$650,000  for  working  capital financing of its projects.  At March 31, 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

Total  revenue increased 2% to $6.8 million in the first quarter of 1995 from
$6.7  million  in  the  first  quarter  of 1994.  Revenue from development and
production products and services increased and revenue from  both pipeline and
     surface  facilities  and  graphical  user interface products and services
decreased,  as  discussed  below.

Total consulting revenue increased 11% to $3.9 million in the first quarter of
1995  from $3.5 million in the first quarter of 1994, primarily as a result of
increased  activity  on  large  foreign  development and production consulting
contracts.    Total  licenses  and  maintenance  revenue decreased 11% to $2.8
million in the first quarter of 1995 from $3.1 million in the first quarter of
1994  because  of decreased revenue in the pipeline and surface facilities and
graphical  user  interface  divisions,  which  are  discussed  below.    These
decreases  were  partially offset by an increase in development and production
software  license and maintenance revenue, including a 33% increase in revenue
from  the  Petroleum  WorkBench  to $800,000 in the first quarter of 1995 from
$600,000  in  the  first  quarter  of  1994.

Income from operations decreased to $167,000 in the first quarter of 1995 from
$724,000  in  the  first  quarter of 1994.  The decrease resulted from: (a) an
increase  of  $175,000  in  software  amortization  expense  and  (b)  higher
consulting  expenses  of  $450,000  resulting from a decrease of 3% in overall
margins  applicable  to consulting contracts worked on in 1995.  Income before
income  taxes decreased to $113,000 in the first quarter of 1995 from $572,000
in  the first quarter of 1994, primarily as a result of the decrease in income
from  operations, which was partially offset by a decrease in interest expense
because of reductions in interest bearing debt using proceeds of the Company's
public  offering  of  common  stock  in  June,  1994.

REVENUE

     DEVELOPMENT  AND  PRODUCTION  PRODUCTS  AND SERVICES.  Total revenue from
development and production products and services increased 25% to $4.5 million
in  the first quarter of 1995 from $3.6 million in the first quarter of 1994. 
Software  license and maintenance revenue increased 15% to $1.5 million in the
first  quarter  of  1995  from $1.3 million in the first quarter of 1994.  The
increase  was  attributable  to  a  33% increase in revenue from the Petroleum
WorkBench  to $800,000 in the first quarter of 1995 from $600,000 in the first
quarter  of  1994.    Consulting  revenue increased 26% to $2.9 million in the
first  quarter  of  1995  from $2.3 million in the first quarter of 1994.  The
increase  was  attributable  to increased activity on large foreign consulting
contracts.

PIPELINE  AND  SURFACE  FACILITIES  PRODUCTS  AND SERVICES. Total revenue from
pipeline  and  surface  facilities products and services decreased 22% to $1.8
million in the first quarter of 1995 from $2.3 million in the first quarter of
1994.    Consulting revenue decreased to $700,000 in the first quarter of 1995
from  $900,000  in  the  first  quarter  of 1994.  The decrease was due to the
timing  of  work  on  various  contracts.    Consulting revenue is expected to
increase  in  the  second  quarter.   Software license and maintenance revenue
decreased  to  $1.1  million in the first quarter of 1995 from $1.3 million in
the first quarter of 1994.  License revenues include $700,000 from the sale of
software  to a U.S. government agency.  At the request of the agency, prior to
March  31,  1995,  the  software  was  installed  and  is in use.  The Company
anticipates  completing  the formal contractual documentation shortly, and the
contract  will  require  payment  by the end of the government's September 30,
1995  fiscal    year.

     GUI  PRODUCTS  AND SERVICES.  Total revenue from graphical user interface
("GUI")  products  and services decreased 25% to $600,000 in the first quarter
of  1995  from  $800,000  in  the first quarter of 1994.  Software license and
maintenance  revenue  decreased  to $200,000 in the first quarter of 1995 from
$400,000  in  the  first  quarter  of  1994.   Consulting and training revenue
decreased  to $300,000 in the first quarter of 1995 from $400,000 in the first
quarter  of  1994.    The  decrease  was  attributable  primarily  to internal
reorganization  of  the  Kinesix division's sales force.  Also, as a result of
continuing  lower  demand in the aerospace industry, the sales force had begun
to  redirect  its focus to other markets and is in the initial phases of these
marketing  programs.

COSTS  OF  CONSULTING  AND  COSTS  OF  LICENSES  AND  MAINTENANCE

Costs  of  consulting  increased to $2.9 million in the first quarter of 1995
from $2.5 million in the first quarter of 1994.  The increase was attributable
     to  the  higher  consulting revenue discussed above.  Costs of consulting
were  74%  of consulting and training revenue in the first quarter of 1995 and
71%  in  the  first  quarter  of  1994.

     Costs  of licenses and maintenance increased to $1.9 million in the first
quarter  of  1995  from  $1.6  million in the first quarter of 1994.  Costs of
licenses  and maintenance were 68% of revenue in the first quarter of 1995 and
46%  in  the first quarter of 1994.  The increased cost percentage in 1995 was
partly  attributable to increased software amortization of $1.4 million in the
first  quarter  of  1995  over  $1.2  million  in  the  first quarter of 1994.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSES

In  the  first  quarters  of  both  1995  and  1994,  selling,  general,  and
administrative  expenses  were  $1.7  million.    The  Company  is  continuing
increased  sales  and  marketing  activities for the purpose of further market
penetration  of  the  WorkBench  and  the  Company's  other  products.

SOFTWARE  RESEARCH  AND  DEVELOPMENT

The  Company  has continued its commitment to the development and enhancement
of  its software products.  Following is a summary of costs of development and
enhancement  of  the  Company's  software  products for the three months ended
March  31,  1995  and  1994,   the amounts capitalized in accordance with FASB
Statement No. 86, the amounts charged to research and development expense, the
     amounts  of capitalized costs amortized, and the total amounts recognized
as  expense  in  the  statements  of  operations.
<TABLE>

<CAPTION>



                            Total
                          Software      Amount         Amount         Amount     Total
                            Costs    Capitalized      Expensed      Amortized   Expense
                          ---------  ------------  ---------------  ----------  --------
<S>                       <C>        <C>           <C>              <C>         <C>

                                                    (In thousands)
Quarter Ended  March 31,
 1995                     $   1,522  $      1,445  $            77  $    1,375  $  1,452
 1994                         1,426         1,248              178       1,200     1,378
</TABLE>



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.

     In  the  first  quarters  of  1995  and 1994,  the Company recognized net
foreign  exchange  losses  of  $4,000 and $5,000, respectively, primarily as a
result  of  strengthening of the British pound in relation to the U.S. dollar.

INTEREST  INCOME  (EXPENSE)

Following  is a summary of the components of interest income (expense) during
the  three months ended March 31, 1995 and 1994.  The capitalized interest was
included  in  the cost of 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>

Quarter Ended March 31,              (In thousands)
 1995                    $       7  $         (107)  $         50  $     (50)
 1994                            2            (242)            93       (147)
</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 INFORMATIONPART II.  OTHER INFORMATION

NOT  APPLICABLE

                                  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.

                     SCIENTIFIC SOFTWARE-INTERCOMP, INC.

<TABLE>

<CAPTION>



<S>              <C>

AUGUST 12, 1996                                           /S/ G.STEEL
- ---------------  ----------------------------------------------------
DATE             G. STEEL, CHAIRMAN OF THE BOARD OF DIRECTORS, CHIEF
                 EXECUTIVE OFFICER, PRESIDENT AND CHIEF OPERATING
                 OFFICER (A PRINCIPAL EXECUTIVE OFFICER AND DIRECTOR)
</TABLE>






<TABLE> <S> <C>


[ARTICLE]          5
[MULTIPLIER]          1,000


[PERIOD-TYPE]          3-MOS
<FISCAL YEAR-END>          DEC-31-1995
[PERIOD-START]          JAN-01-1995
[PERIOD-END]          MAR-31-1995
[CASH]          527
[SECURITIES]          0
[RECEIVABLES]          9,265
[ALLOWANCES]          4,526
[INVENTORY]          0
[CURRENT-ASSETS]          909
[PP&E]          7,721
[DEPRECIATION]          5,840
[TOTAL-ASSETS]          45,012
[CURRENT-LIABILITIES]          9,411
[BONDS]          0
[COMMON]          815
[PREFERRED-MANDATORY]          48,425
[PREFERRED]          0
[OTHER-SE]          0
[TOTAL-LIABILITY-AND-EQUITY]          45,012
[SALES]          6,854
[TOTAL-REVENUES]          6,854
[CGS]          0
[TOTAL-COSTS]          6,687
[OTHER-EXPENSES]          0
[LOSS-PROVISION]          0
[INTEREST-EXPENSE]          (50)
[INCOME-PRETAX]          113
[INCOME-TAX]          50
[INCOME-CONTINUING]          63
[DISCONTINUED]          0
[EXTRAORDINARY]          0
[CHANGES]          0
[NET-INCOME]          63
[EPS-PRIMARY]          .01
[EPS-DILUTED]          0




</TABLE>


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