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                                 June 25, 1997


Via EDGAR


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Attention: Jonathan Gottsegan


     Re:  IntelliCorp, Inc.
          Registration Statement on Form S-3
     ---------------------------------------


Ladies and Gentlemen:

     Pursuant to Rule 473 of the Securities Act of 1933, as amended, the
undersigned, on behalf of IntelliCorp, Inc. (the "Registrant"), hereby submits
the following delaying amendment to the Registration Statement on Form S-3 filed
on June 23, 1997 with the Securities and Exchange Commission covering 2,748,000
shares of the Registrant's Common Stock:

           "THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
     DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE
     REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT
     THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE
     WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
     STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING
     PURSUANT TO SECTION 8(A), MAY DETERMINE."


                                 Very truly yours,

                                 INTELLICORP, INC.


                             By: /s/ Kenneth H. Haas
                                 -------------------
                                 Kenneth H. Haas
                                 President and Chief Executive Officer