SCIENTIFIC SOFTWARE INTERCOMP INC
NT 10-K, 1997-03-28
PREPACKAGED SOFTWARE
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                   U.S. SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 FORM 12B-25

                         NOTIFICATION OF LATE FILING





                           COMMISSION FILE NO.

[X] FORM 10-K  [  ]  FORM 20-F  [  ]  FORM 11-K  [  ]  FORM 10-Q  [  ]

FOR PERIOD ENDED:  December 31, 1996
                   -------------------------------

[  ]   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:

[X]  FORM N-SAR


READ ATTACHED INSTRUCTION SHEET 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:               Scientific Software-Intercomp, Inc.
                   -----------------------------------

       FORMER NAME IF APPLICABLE:                               N/A
                   -----------------------------------

      ADDRESS OF PRINCIPAL EXECUTIVE OFFICE (STREET AND NUMBER)
              1801 California Street, Suite 295
                   -----------------------------------

        CITY, STATE AND ZIP CODE:             Denver, Colorado 80202
                   -----------------------------------

<PAGE>


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 REASONS WHY FORM 10-K, 20-F, 11-K, 10-Q,
N-SAR,  OR  THE TRANSITION REPORT OR PORTION THEREOF COULD NOT BE FILED WITHIN
THE  PRESCRIBED  PERIOD.


                                               (ATTACH EXTRA SHEETS IF NEEDED)



PART  IV-OTHER  INFORMATION




     (1)  NAME AND TELEPHONE  NUMBER OF PERSON  TO CONTACT  IN REGARD TO  THIS
          NOTIFICATION:

               Barbara J. Cavallo         (303)  292-1111
               -------------------  -----------  -----------------
               (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 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  THE  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.
<PAGE>


<PAGE>
                     Scientific Software-Intercomp, Inc.
                 (NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

HAS  CAUSED  THIS  NOTIFICATION  TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED
THEREUNTO  DULY  AUTHORIZED.


DATE:  March       , 1997  BY: /S/ BARBARA J. CAVALLO
       ------------------  --------------------------
                                   Barbara J. Cavallo



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.



                                  ATTENTION

INTENTIONAL  MISSTATEMENTS  OR  OMISSIONS  OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS  (SEE  18  U.S.C.  1001).




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