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

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING

(Check One):

[ ] Form 10-K and 10-KSB     [ ] Form 20-F       [ ] Form 11-K
[X] Form 10-Q and 10-QSB     [ ] Form N-SAR

For Period Ended:     March 31, 2000

[ ] 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:

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 items(s) to which the notification relates:

PART I - REGISTRANT INFORMATION

Full name of registrant:    INTERCELL CORPORATION

Address of Principal Executive Office (Street and Number):

     370 Seventeenth Street, Suite 3580
     Denver, Colorado 80202

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 12b25(b), the following should
be completed (Check box if appropriate)  [X]

(a)  The reasons described in reasonable detail in Part II 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, Form 20-F, Form 11-K, or 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 of 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 and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period.

There have been substantial period end transactions which have complicated the
timely completion of the report on Form 10-QSB.


PART IV - OTHER INFORMATION

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

Paul H. Metzinger
Intercell Corporation
(303) 592-1010

(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.

                              INTERCELL CORPORATION
                (Name of registrant as specified in its charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date:  May 15, 2000              By:  /s/ Paul H. Metzinger
                                        -----------------------------
                                        Paul H. Metzinger, President,
                                        Chief Executive Officer &
                                        Chief Financial Officer