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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 0-13022

                           NOTIFICATION OF LATE FILING

                                  (Check One):
     [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q [ ] Form N-SAR

                      For the Period Ended: March 31, 1998

        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: NOT APPLICABLE

                                     PART I
                             REGISTRANT INFORMATION


                                                                    
Full name of registrant                                                INTELLICORP, INC.
Former name if applicable                                              Not Applicable
Address of principal executive office (Street and number)              1925 El Camino Real West
City, state and zip code                                               Mountain View, California  94040




                                     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.)

        (a)     The reasons described in reasonable detail in Part III of this
                form could not be eliminated without unreasonable effort or
                expense;

        (b)     The subject annual report, semi-annual report, transition report
                on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
[X]             be filed on or before the 15th 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.


                                                        Total number of pages: 2


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                                    PART III
                                    NARRATIVE

        State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q or N-SAR or the transition report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed.)

         During the fiscal period ended March 31, 1998, Registrant was involved
         in a transaction resulting in the acquisition of certain assets by
         Registrant. This has caused unavoidable delays in the completion of
         Registrant's financial statements to be included in its 10-Q Quarterly
         Report to ensure the appropriate accounting treatment for such
         acquisition. Preparation of such financial statements can be completed,
         and such Quarterly Report will be finalized and filed, within five days
         after May 15, 1998.

                                     PART IV
                                OTHER INFORMATION

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

Kenneth A. Czaja                 (650)                   965-5500
    (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 an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

                                INTELLICORP, 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  May 15, 1998                    By  /s/ Kenneth A. Czaja
                                        -----------------------------
                                         Vice President Finance and
                                         Chief Financial Officer


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