SECURITIES AND EXCHANGE COMMISSION
                           Washington, D. C.  20549

                                   FORM 8-K

                Current Report Pursuant to Section 13 or 15(d)
                  of the Securities and Exchange Act of 1934
              Date of Report (date of earliest event reported):
                               October 9, 1996
                    SCIENTIFIC SOFTWARE-INTERCOMP, INC.
            (Exact name of registrant as specified in its charter)
              Colorado          0-4882          84-0581776
(State or other jurisdiction of incorporation)          (Commission File No.) 
                          (IRS Employer Identification No.)


1801  California  Street,  Suite  295,  Denver,  Colorado
                    80202
(Address  of  principal  executive  offices)                    (Zip  Code)





                                 (303) 292-1111
             (Registrant's telephone number, including area code)

                                 Not applicable
        (Former name or former address, if changed since last report)



Items  1  -  4.          Inapplicable.
Item  5.          Other  Events
     Sale  of  Kinesix  Division
     On  October  9, 1996, Scientific Software-Intercomp, Inc. (SSI) announced
the  Closing  of  its  previously  announced sale of its Kinesix division to a
group  including  the  former President of the Kinesix division, Mike Teague. 
Year-to-date  (September)  revenues  for  the Kinesix group were approximately
$1.3  million  dollars, with year-to-date losses approximately $400 thousand. 
The  consideration  for  the  purchase  of  the  assets was $376 thousand plus
assumption  of  liabilities.
     American  Arbitration  Association  Award  Against  SSI
     On  October  9,  SSI  announced  that pursuant to Note (3) advised in the
Company's  2nd  Quarter  (June  30,  1996) 10Q filing concerning the unrelated
English  company  Kinesix  (Europe),  the American Arbitration Association has
awarded  against  Kinesix  (SSI)  for  a sum of $674 thousand.  SSI intends to
vigorously  appeal  the  award.
     Collection  of  Previously  Written-off  Receivables
     On  October  9,  1996,  SSI announced that they have received payment for
receivables  which  had  been  previously written off  for a net value of $1.8
million.   The Company had previously agreed, under the terms of the Letter of
Intent  signed  on  September 10, 1996 with Smedvig asa (Oslo, Norway) for the
acquisition  of  SSI  by Smedvig, that these receivables would be retained for
the  benefit  of  the  shareholders  of  SSI.
     Termination  of Letter of Intent and Negotiations for the Acquisition of
SSI  by  Smedvig  asa  of  Oslo,  Norway
     On  October  14,  1996, SSI announced that Smedvig asa (Oslo, Norway) has
terminated negotiations for its purchase of substantially all of the assets of
SSI.    On  September 10, 1996, SSI and Smedvig signed a non-binding letter of
intent  for  such  purchase.

Item  6          Inapplicable.
Item  7          Financial  Statements  and  Exhibits
          (a)          Inapplicable.
     (b)          Inapplicable.
     (c)          Exhibits
          Press  Releases  dated  October  9  and  October  14,  1996
          Extract  from  Note  (3)  of  the Registrant's 2nd Quarter (June 30,
1996)  10Q  Filing  concerning  Kinesix,  a  division  of  Scientific
Software-Intercomp,  Inc.
Item  8.          Inapplicable.

Date:  October  18,  1996                  SCIENTIFIC SOFTWARE-INTERCOMP, INC.





     By:          /s/  George  Steel
          George  Steel,  Chairman  and  Chief  Executive  Officer


                              PRESS INFORMATION

FOR  IMMEDIATE  RELEASE:    OCTOBER  9,  1996
CONTACT:          GEORGE  STEEL
          SCIENTIFIC  SOFTWARE-INTERCOMP,  INC.
          (303)  292-1111

 SCIENTIFIC SOFTWARE-INTERCOMP ANNOUNCES SALE OF KINESIX BUSINESS, RESULTS OF
        ARBITRATION HEARING AND COLLECTION OF WRITTEN-OFF RECEIVABLES

Denver, Colorado ... Scientific Software-Intercomp, Inc. (OTC) today announced
the  Closing  of  its  previously  announced sale of its Kinesix division to a
group  including  the  former President of the Kinesix division, Mike Teague. 
Year-to-date  (September)  revenues  for  the Kinesix group were approximately
$1.3  million  dollars,  with year-to-date losses approximately $400 thousand.

SSI  also  announced  that  pursuant  to Note (3) advised in the Company's 2nd
Quarter  (June  30,  1996) 10Q filing concerning the unrelated English company
Kinesix  (Europe),  the  American  Arbitration Association has awarded against
Kinesix  (SSI)  for  a sum of $674 thousand.  SSI intends to vigorously appeal
the  award.

Scientific  Software-Intercomp  also announced that they have received payment
for receivables which had been previously written off  for a net value of $1.8
million.   The Company had previously agreed, under the terms of the Letter of
Intent  signed  on  September 10, 1996 with Smedvig asa (Oslo, Norway) for the
acquisition  of  SSI  by Smedvig, that these receivables would be retained for
the  benefit  of  the  shareholders  of  SSI.

The  sale,  announced  in  the  Letter  of  Intent,  is  for  the  purchase of
substantially all of the assets of SSI by Smedvig for a price of $23.0 million
in cash, and is conditional upon a number of items, including the execution of
a definitive agreement between Smedvig and SSI, satisfactory completion of due
diligence  by  Smedvig,  reaching  agreement  with the holder of the preferred
stock  on  its  retirement, completion of the class action lawsuit settlement,
and approval of the acquisition by a majority of SSI's voting shares.  The due
diligence  process  is now underway and proceeding satisfactorily.  Closing of
the  transaction  would  be  expected  at  year-end.

Scientific  Software-Intercomp,  Inc.  provides  high  technology software and
solutions  for  the  oil  and  gas  industry. The company has major offices in
Denver,  Houston,  Calgary  and London and smaller offices in Kuala Lumpur and
Beijing.


                              PRESS INFORMATION

FOR  IMMEDIATE  RELEASE:    OCTOBER  14,  1996
CONTACT:          GEORGE  STEEL
          SCIENTIFIC  SOFTWARE-INTERCOMP,  INC.
          (303)  292-1111

 SMEDVIG ASA TERMINATES LETTER OF INTENT AND NEGOTIATIONS FOR THE ACQUISITION
           OF SCIENTIFIC SOFTWARE-INTERCOMP, INC. ASSETS BY SMEDVIG
Denver,  Colorado  ... Scientific Software-Intercomp, Inc. (OTC) has announced
that  Smedvig  asa (Oslo, Norway) has terminated negotiations for its purchase
of  substantially  all  of  the assets of SSI.  On September 10, 1996, SSI and
Smedvig  signed  a  non-binding  letter  of  intent  for  such  purchase.
While  Smedvig  had not yet completed its due diligence on SSI, on October 14,
1996  Smedvig  advised SSI, without further explanation, that it had concluded
that  satisfactory  completion  of its due diligence will not be possible.  On
October  10,  1996,  SSI  received  an  extensive  comments  letter  from  the
Securities and Exchange Commission with respect to its Form 10-K filed for the
year  ended  December  31,  1995  and  Forms  10-Q  for the first two calendar
quarters  of  1996.  The comments include questions on the accounting, and the
timing  of the application thereof, which resulted in large losses reported in
those  filings  including  SSI's  large  write-off of capitalized software and
shortening of estimated lives thereof and its lesser but substantial increases
in  its  bad debt reserve and in its expense accruals.  The Company intends to
respond  fully  and  promptly  to  the  SEC  comments.
SSI recently reported an award by the American Arbitration Association against
it  in  the  amount  of  $674,000  concerning  a  claim  by its prior European
distributor of SSI's Kinesix division.  While SSI intends to appeal the award,
such  award  as  well  as  other  possible  due diligence issues may also have
adversely  affected  Smedvig's  decision not to proceed with the acquisition. 
SSI  also  previously announced the collection of written off receivables in a
net amount of $1.8 million and the sale of its Kinesix division, both of which
may have had the effect of increasing amounts received from the sale of SSI to
Smedvig.
Scientific  Software-Intercomp,  Inc.  provides  high  technology software and
solutions  for  the  oil  and  gas  industry. The company has major offices in
Denver,  Houston,  Calgary  and London and smaller offices in Kuala Lumpur and
Beijing.


Extract  from  Note  (3)  of  the Registrant's 2nd Quarter (June 30, 1996) 10Q
Filing  concerning  Kinesix, a division of Scientific Software-Intercomp, Inc.

     Arbitration  Number 70T 181 0038 96 D; Kinesix, a division of Scientific
Software-Intercomp,  Inc.  and  Kinesix  (Europe)  Ltd.,  an English Company -
Houston,  Texas.    The  Company, through Kinesix, a division of the Company,
entered  into  a  Territory  Distributor  Agreement with Kinesix (Europe) Ltd.
("KEL"),  an  unaffiliated  entity  located  in  London, U.K.  The Distributor
Agreement  required  under  most  circumstances  a  decision from the American
Arbitration Association ("AAA") before its termination could be effective.  On
March  4,  1996  the  Company  commenced  arbitration  seeking  declaration of
termination  of  the Distributor Agreement and money due the Company in excess
of $200,000.  Thereafter, KEL in writing advised its customer base that it had
ceased  to  trade  in Kinesix products.  As a result of this action by KEL and
pursuant  to  the  Distributor  Agreement,  the  Company  has  declared  the
Distributor  Agreement  terminated without the requirement of arbitration.  In
the  interim,  on  April 1, 1996 KEL filed an answer and counterclaim with the
AAA  and asserts damages that exceed $1 million without substantiation.  It is
the  opinion  of the Company and its counsel that KEL's claim is without merit
and  the  Company  is  vigorously  defending  the  claim.