10-Q/A

2

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

                                 FORM 10-Q/A
                        (AS AMENDED OCTOBER 30, 1996)

            (X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
                    OF THE SECURITIES EXCHANGE ACT OF 1934

                        FOR THE QUARTERLY PERIOD ENDED

                                JUNE 30, 1996

                                      OR

           (  )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 13(D)
                     THE SECURITIES EXCHANGE ACT OF 1934

                FOR THE TRANSITION PERIOD FROM _____ TO _____

                        COMMISSION FILE NUMBER 0-4882

                    SCIENTIFIC SOFTWARE-INTERCOMP, INC.
            (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)







                                                             

COLORADO                                                                               84-0581776
- - --------------------------------------------------------------  ---------------------------------
STATE (OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)  (IRS EMPLOYER IDENTIFICATION NO.)



               1801 CALIFORNIA STREET, DENVER, COLORADO 80202
         (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING ZIP CODE)

                               (303) 292-1111
             (REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE)
                                      

   (FORMER NAME, FORMER ADDRESS AND FORMER FISCAL YEAR, IF CHANGED FROM LAST
                                   REPORT).

INDICATE  BY  CHECK  MARK  WHETHER  THE  REGISTRANT  (1) HAS FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15 (D) OF THE SECURITIES EXCHANGE ACT OF
1934  DURING  THE  PRECEDING  12  MONTHS  (OR FOR SUCH SHORTER PERIOD THAT THE
REGISTRANT  WAS  REQUIRED  TO  FILE SUCH REPORTS), AND (2) HAS BEEN SUBJECT TO
SUCH  FILING  REQUIREMENTS  FOR  THE  PAST  90  DAYS.

YES          X                    NO

 NUMBER OF SHARES OF COMMON STOCK, NO PAR VALUE OUTSTANDING AT JULY 31, 1996:
                                 8,648,658
                                      
                     (This form 10-Q includes 14 pages)

                                  EXHIBIT INDEX
                           Exhibit          Page
                 Number     Exhibit Description     No.




27          Financial  Data  Schedule



                                  SIGNATURES

     Pursuant  to the requirements of the Securities Exchange Act of 1934, the
Company  has  duly  caused  this  report  to  be  signed  on its behalf by the
undersigned  thereunto  duly  authorized.







                                                 

                  SCIENTIFIC SOFTWARE-INTERCOMP, INC.




October 30, 1996                                                                                     /s/ George Steel
- - ----------------                                       --------------------------------------------------------------
Date                                                   George Steel, Chairman, President and Chief Executive Officer
                                                       (a principal executive officer and director)



October 30, 1996                                       /s/ Barbara J. Cavallo
- - ----------------                                       --------------------------------------------------------------
Date                                                   Barbara J. Cavallo, Financial Controller

EX-27

WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

 <C>

TEXT
DOCUMENT
TYPE          EX-27
DESCRIPTION          Financial    Data    Schedule
TEXT
TABLE          S          C
ARTICLE          5
MULTIPLIER          1,000
PERIOD-TYPE          6-MOS
FISCAL    YEAR-END          DEC-31-1996
PERIOD-START          JAN-01-1996
PERIOD-END          JUN-30-1996
CASH          115
SECURITIES          0
RECEIVABLES          7,840
ALLOWANCES          3,967
INVENTORY          0
CURRENT-ASSETS          389
PP&E          7,733
DEPRECIATION          6,583
TOTAL-ASSETS          21,514
CURRENT-LIABILITIES          8,087
BONDS          0
COMMON          865
PREFERRED-MANDATORY          50,213
PREFERRED          0
OTHER-SE          0
TOTAL-LIABILITY-AND-EQUITY          21,514
SALES          9,499
TOTAL-REVENUES          9,499
CGS          0
TOTAL-COSTS          11,468
OTHER-EXPENSES          0
LOSS-PROVISION          0
INTEREST-EXPENSE          187
INCOME-PRETAX          (3,049)
INCOME-TAX          20
INCOME-CONTINUING          (3,069)
DISCONTINUED          0
EXTRAORDINARY          0
CHANGES          0
NET-INCOME          (3,069)
EPS-PRIMARY          (0.37)
EPS-DILUTED          0

/TEXT
/DOCUMENT
/SUBMISSION