SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549




                           FORM 8-K


                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934



Date of Report (Date of earliest event reported):   September 11,
1997



              SCIENTIFIC SOFTWARE-INTERCOMP, INC.                          
    (Exact name of registrant as specified in its charter)



Colorado                     0-4882                84-0581776 
(State or other       (Commission File Number)    (IRS Employer
jurisdiction                                       Identification
of incorporation)                                  No.)


633 17th Street, Suite 1600, Denver, Colorado      80202      
(Address of principal executive offices)        (Zip Code)



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



                         Not Applicable                                    
(Former name, former address and former fiscal year, if changed
since last report)<PAGE>
Item 5.   Other Events.

          On September 11, 1997, Scientific Software-Intercomp,
Inc. (the "Company") resolved the investigation by the Securities
and Exchange Commission ("SEC") of the Company's disclosures and
financial statements for the years ended December 31, 1993, 1994
and 1995.  Without admitting or denying any of the allegations of
the SEC, the Company settled the matter by consenting to the entry
of a permanent injunction prohibiting future violations by the
Company of Section 17(a) of the Securities Act of 1933, and
Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the
Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1,
13a-11 and 13a-13 thereunder and to an order to restate the
Company's financial statements for the years ended December 31,
1993, 1994 and 1995.  The SEC Staff has advised the Company that,
with the entry of the permanent injunction, the investigation in
this matter as to the Company has been concluded.

          Attached as exhibits hereto are copies of the SEC's
Complaint, the Company's Consent and Undertaking, and the Company's
press release and SEC release related thereto.

Item 7.   Financial Statements and Exhibits.

          (a)-(b).  Not Applicable.

          (c)       Exhibits.  The following exhibits are filed as
                    part of this Current Report on Form 8-K.

          Exhibit 99.1   Complaint against Scientific Software-
                         Intercomp, Inc. filed by the Securities
                         and Exchange Commission in the U.S.
                         District Court for the District of
                         Columbia on September 11, 1997

          Exhibit 99.2   Consent and Undertaking of Scientific
                         Software-Intercomp, Inc. dated September
                         5, 1997 with annexed Final Judgment of
                         Permanent Injunction

          Exhibit 99.3   Scientific Software-Intercomp, Inc. Press
                         Release dated September 11, 1997

          Exhibit 99.4   Securities and Exchange Commission
                         Litigation Release No. 15485 and
                         Accounting and Auditing Enforcement
                         Release No. 956 dated September 11, 1997<PAGE>
   

                                   SIGNATURES


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

                         SCIENTIFIC SOFTWARE-INTERCOMP, INC.



Date:  September 17, 1997     By: /S/ GEORGE STEEL
                              George Steel, Chairman, President and
                              Chief Executive Officer
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SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549

                           FORM 8-K

                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

Date of Report (Date of earliest event reported):   September 11,
1997

              SCIENTIFIC SOFTWARE-INTERCOMP, INC.                          
    (Exact name of registrant as specified in its charter)

Colorado                     0-4882                84-0581776 
(State or other       (Commission File Number)    (IRS Employer
jurisdiction                                       Identification
of incorporation)                                  No.)

633 17th Street, Suite 1600, Denver, Colorado      80202      
(Address of principal executive offices)        (Zip Code)

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

                         Not Applicable                                    
(Former name, former address and former fiscal year, if changed
since last report)
Item 5.   Other Events.

          On September 11, 1997, Scientific Software-Intercomp,
Inc. (the "Company") resolved the investigation by the Securities
and Exchange Commission ("SEC") of the Company's disclosures and
financial statements for the years ended December 31, 1993, 1994
and 1995.  Without admitting or denying any of the allegations of
the SEC, the Company settled the matter by consenting to the entry
of a permanent injunction prohibiting future violations by the
Company of Section 17(a) of the Securities Act of 1933, and
Sections 10(b), 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the
Securities Exchange Act of 1934 and Rules 10b-5, 12b-20, 13a-1,
13a-11 and 13a-13 thereunder and to an order to restate the
Company's financial statements for the years ended December 31,
1993, 1994 and 1995.  The SEC Staff has advised the Company that,
with the entry of the permanent injunction, the investigation in
this matter as to the Company has been concluded.

          Attached as exhibits hereto are copies of the SEC's
Complaint, the Company's Consent and Undertaking, and the Company's
press release and SEC release related thereto.

Item 7.   Financial Statements and Exhibits.

          (a)-(b).  Not Applicable.

          (c)       Exhibits.  The following exhibits are filed as
                    part of this Current Report on Form 8-K.

          Exhibit 99.1   Complaint against Scientific Software-
                         Intercomp, Inc. filed by the Securities
                         and Exchange Commission in the U.S.
                         District Court for the District of
                         Columbia on September 11, 1997

          Exhibit 99.2   Consent and Undertaking of Scientific
                         Software-Intercomp, Inc. dated September
                         5, 1997 with annexed Final Judgment of
                         Permanent Injunction

          Exhibit 99.3   Scientific Software-Intercomp, Inc. Press
                         Release dated September 11, 1997

          Exhibit 99.4   Securities and Exchange Commission
                         Litigation Release No. 15485 and
                         Accounting and Auditing Enforcement
                         Release No. 956 dated September 11, 1997
SIGNATURES

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

                         SCIENTIFIC SOFTWARE-INTERCOMP, INC.

Date:  September 17, 1997     By: /S/ GEORGE STEEL
                              George Steel, Chairman, President and
                              Chief Executive Officer