<PAGE>   1

                                   FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

(Mark One)

           [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                 SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 1999

           [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                 SECURITIES ACT OF 1934

                 For the transition period from _____________ to _____________

                         Commission File Number 0-13022

                                INTELLICORP, INC.
        (Exact name of small business issuer as specified in its charter)

               DELAWARE                                     94-2756073
    (State or other jurisdiction of                      (I.R.S. Employer
     incorporation or organization)                     Identification No.)

                            1975 EL CAMINO REAL WEST
                      MOUNTAIN VIEW, CALIFORNIA 94040-2216
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (650) 965-5500
                (Issuer's telephone number, including area code)


Check whether the issuer (1) filed all reports required to be filed by section
13 or 15(d) of the Securities Exchange Act during the past 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 
                                   -----    -----

                      APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date.

                                              Outstanding as of
            Class                             April 30, 1999
            -----                             -----------------
            Common stock,
            $.001 par value                   15,723,169 shares


                     This document is comprised of 14 pages.


<PAGE>   2


                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                                                Page
                                                                                              ----
<S>             <C>                                                                            <C>
      Item 1.   Financial Statements
                Condensed Consolidated Balance Sheets...........................................3
                Condensed Consolidated Statements of Operations.................................4
                Condensed Consolidated Statements of Cash Flows.................................5
                Notes to Condensed Consolidated Financial Statements..........................6-7

      Item 2.   Management's Discussion and Analysis of
                Financial Condition and Results of Operations................................8-11


PART II.  OTHER INFORMATION

      Item 6.   Exhibits and Reports on Form 8-K...............................................12

SIGNATURE......................................................................................13
</TABLE>
















                                       2

<PAGE>   3





PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

INTELLICORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                      March  31,        June 30,
(In thousands)                                          1999            1998(1)  
                                                      --------         --------
                                                     (unaudited)
<S>                                                   <C>              <C>     
Assets
Current assets:
Cash and cash equivalents                             $  2,446         $  4,714
Short-term investments                                      --            1,472
Accounts receivable, net                                 4,852            7,157
Other current assets                                     1,085              327
                                                      --------         --------
      Total current assets                               8,383           13,670

Property and equipment, net                              1,086            1,101
Purchased intangibles, net                               2,736            3,431
Other assets                                               171              252
                                                      --------         --------
                                                      $ 12,376         $ 18,454
                                                      ========         ========

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                                      $  1,305         $  1,410
Accrued compensation                                     1,237            1,321
Other current liabilities                                1,434            1,589
Deferred revenues                                        1,660            2,377
                                                      --------         --------
      Total current liabilities                          5,636            6,697


Convertible notes                                        1,600            1,600

Stockholders' equity:
Preferred stock                                              1                1
Common stock                                                15               15
Additional paid - in capital                            59,273           58,487
Accumulated deficit                                    (54,149)         (48,346)
                                                      --------         --------
      Total stockholders' equity                         5,140           10,157
                                                      --------         --------

                                                      $ 12,376         $ 18,454
                                                      ========         ========
</TABLE>
--------------
(1)  The consolidated balance sheet at June 30, 1998, has been derived from the
     audited consolidated financial statements at that date but does not include
     all of the information and footnotes required by generally accepted
     accounting principles for complete financial statements.


See notes to condensed consolidated financial statements.





                                       3
<PAGE>   4

INTELLICORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


<TABLE>
<CAPTION>
                                           Three months ended         Nine months ended
                                                March  31,               March  31,
   (In thousands, except                  ---------------------     ---------------------
   per share amounts)                       1999         1998         1999         1998
                                          --------     --------     --------     --------
                                               (unaudited)               (unaudited)
<S>                                       <C>          <C>          <C>          <C>     
Revenues:
      Software                            $  1,614     $  3,674     $  4,473     $ 10,033
      Contract services                      2,477        2,228        8,773        4,924
      Other services                           935          935        2,568        2,176
                                          --------     --------     --------     --------
      Total revenues                         5,026        6,837       15,814       17,133
                                          --------     --------     --------     --------

Costs and expenses:
      Cost of revenues:
           Software                            338          386          951          858
           Contract services                 1,997        1,304        6,428        2,708
           Other services                      189          323          557          708
      Research and development               1,290        1,575        4,513        3,984
      Marketing, general, and
           administrative                    2,803        2,637        8,754        7,172
      In process R&D                            --        2,700           --        2,700
                                          --------     --------     --------     --------
      Total costs and expenses               6,617        8,925       21,203       18,130
                                          --------     --------     --------     --------


Loss from operations                        (1,591)      (2,088)      (5,389)        (997)

Other income (expense), net                    (30)           4           19           95
                                          --------     --------     --------     --------

Loss before provision
      for income taxes                      (1,621)      (2,084)      (5,370)        (902)

Provision for income taxes                       8           30           28          136
                                          --------     --------     --------     --------

Net loss                                  $ (1,629)    $ (2,114)    $ (5,398)    $ (1,038)
                                          ========     ========     ========     ========

Series A and Series B Preferred
      stock dividends                         (135)        (158)        (405)        (480)
                                          --------     --------     --------     --------

Net loss available to
      common shareholders                 $ (1,764)    $ (2,272)    $ (5,803)    $ (1,518)
                                          ========     ========     ========     ========

Basic and diluted loss per share          $  (0.12)    $  (0.16)    $  (0.38)    $  (0.11)
                                          ========     ========     ========     ========


Shares used in computing basic and
      diluted net loss per share            15,220       13,999       15,202       13,505
                                          ========     ========     ========     ========
</TABLE>


See notes to condensed consolidated financial statements.





                                       4
<PAGE>   5


INTELLICORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                  Nine months ended
Increase (decrease) in cash and                                       March  31,
      cash equivalents (in thousands)                           ---------------------
                                                                  1999          1998
                                                                -------       -------
                                                                     (unaudited)
<S>                                                             <C>           <C>     
Cash flows from operating activities:
      Net income (loss)                                         $(5,398)      $(1,038)
      Adjustments to reconcile net loss to net
            cash used in operating activities:
      In process R&D charge                                          --         2,700
      Depreciation and amortization                               1,293           636
      Issuance of common stock in lieu of interest payment           --            90
      Changes in assets and liabilities:
            Accounts receivable                                   2,305        (2,618)
            Other current assets                                   (258)         (111)
            Other assets                                             32            62
            Accounts payable                                       (105)          453
            Accrued compensation                                    (84)          501
            Other current liabilities                              (155)          175
            Deferred revenues                                      (717)          755
                                                                -------       -------
      Net cash provided by (used in) operating activities        (3,087)        1,605
                                                                -------       -------

Cash flows from investing activities:
      Property and equipment purchases                             (483)         (612)
      Purchase of assets                                            (51)       (2,572)
      Purchase of short-term investments                             --        (3,620)
      Maturities of short-term investments                        1,472         5,649
                                                                -------       -------
Net cash provided by (used in) investing activities                 938        (1,155)
                                                                -------       -------

Cash flows from financing activities:
      Payment of dividends                                         (405)           --
      Cash received from exercise of warrants                        --           712
      Cash received from sale of stock                              286           270
                                                                -------       -------
Net cash provided by (used in) financing activities                (119)          982
                                                                -------       -------

Increase (decrease) in cash and cash equivalents                 (2,268)        1,432
Cash and cash equivalents, beginning of period                    4,714         4,363
                                                                -------       -------

Cash and cash equivalents, end of period                        $ 2,446       $ 5,795
                                                                =======       =======
</TABLE>


See notes to condensed consolidated financial statements.





                                       5
<PAGE>   6


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION. The accompanying condensed consolidated financial
statements should be read in conjunction with the Company's consolidated
financial statements for the fiscal year ended June 30, 1998, included in the
Company's Annual Report on Form 10-KSB filed with the Securities and Exchange
Commission. In the opinion of management, the interim statements reflect all
adjustments (consisting of normal recurring entries) which are necessary for a
fair presentation of the results of the interim periods presented. The interim
results are not necessarily indicative of the results for the full year.

RECLASSIFICATIONS. The Company has reclassified certain prior year balances to
conform with current year presentation.

2. SIGNIFICANT CUSTOMERS AND EXPORT SALES. A related party accounted for 21%
($1,079,000) and 25% (3,957,000), respectively, of the total revenues for the
three and nine month periods ended March 31, 1999 and 15% ($1,051,000) and 20%
($3,475,000), respectively, of the revenues for the three and nine month periods
ended March 31, 1998. One other related party accounted for 14% ($706,000) and
11% ($1,813,000), respectively, of the total revenues for the three and nine
month periods ended March 31, 1999. A commercial customer accounted for 11%
($530,000) and 3% (530,000) of the total revenues for the three and nine month
period ended March 31, 1999.

3. INCOME TAXES. The Company's provision for income taxes of $8,000 and $28,000
for the three and nine months ended March 31, 1999 is attributable to income
taxes, primarily state and local. The provision for income taxes of $30,000 and
$136,000, respectively, for the three and nine months ended March 31, 1998 is
attributable to income taxes and foreign withholding taxes.

4. NEW ACCOUNTING STANDARD. As of July 1, 1998, the Company adopted Statement
130 (SFAS 130), "Reporting Comprehensive Income." SFAS 130 establishes new rules
for the reporting and display of comprehensive income and its components;
however, the adoption of SFAS 130 had no impact on the Company's net loss or
stockholders' equity. SFAS 130 requires unrealized gains or losses on the
Company's available for-sale securities, which prior to adoption were reported
separately in stockholders' equity, to be included in other comprehensive
income.

During the quarter and nine months ended March 31, 1999 and 1998, total
comprehensive income approximated net income or net loss for each of these
respective years.

5. BANK CREDIT LINE. In March 1999, the Company secured a $3,000,000 credit
facility from Silicon Valley Bank. The credit line is an asset-based facility,
and the amount that can be borrowed on the line is a function of the amount of
eligible accounts receivable balance at any point in time. The initial term of
this facility is two years. The credit facility is secured by essentially all of
the assets of the Company.

6. EQUITY INVESTMENT. In March 1999, the Company consummated an equity
arrangement which requires certain investors to purchase, in a private placement
up to $3,000,000, of the Company's common stock over the next year, if and when
requested by the Company. The purchase price is set at 10% above the market
price at the time the purchase is made, with a minimum price of $1.50 per share
and a maximum of $3.00 per share. As of March 31, 1999, IntelliCorp sold
$750,000 of common stock under this agreement, at a price of $1.50 per share (of
which $250,000 was received in cash by March 31 and $500,000 was reported as a
receivable as of March 31, 1999).


7. NET LOSS PER SHARE. The following table sets forth the computation of basic
and diluted loss per share.





                                       6
<PAGE>   7


<TABLE>
<CAPTION>
(in thousands, except per share amounts)      Three Months Ended       Nine Months Ended
                                                    March 31,               March 31,
                                              -------------------     ---------------------
                                               1999        1998         1999         1998
                                              ------     --------     --------     --------
<S>                                           <C>                     <C>          <C>      
Numerator:
     Net loss                                $(1,629)    $ (2,114)    $ (5,398)    $ (1,038)

     Preferred stock dividends                  (135)        (158)        (405)        (480)
                                             -------     --------     --------     --------
 Net Loss available to common shareholders    (1,764)      (2,272)      (5,803)      (1,518)
                                             =======     ========     ========     ========


Denominator:
Weighted average shares outstanding-basic
and diluted                                   15,220       13,999       15,202       13,505
                                             =======     ========     ========     ========

Net loss per share-basic and diluted         $ (0.12)    $  (0.16)    $  (0.38)    $  (0.11)
                                             =======     ========     ========     ========
</TABLE>











                                       7
<PAGE>   8

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF OPERATIONS

Other than statements of historical fact, the statements made in this report on
Form 10-QSB are forward-looking statements that involve risks and uncertainties.
The Company's actual results may differ materially from the results discussed in
the forward-looking statements. Factors that might cause such a difference
include, but are not limited to, those discussed in "Results of Operations" and
"Liquidity and Capital Resources" below and in "Risk Factors" in the Company's
Annual Report on Form 10-KSB for the fiscal year ended June 30, 1998.

In particular, it is important to note that achievement of revenue goals is
affected by numerous factors beyond the Company's control, including
competitors' product introductions, market price competition and market
acceptance of the Company's products. Historical results of the Company may not
be indicative of future operating results.


RESULTS OF OPERATIONS

The Company's total revenue is derived from three sources: contract services,
software licenses, and other services, which is primarily comprised of product
support revenue. In prior periods training revenue was included in other
services. The change in the classification of training revenue from other
services to contract services was made to more accurately reflect the manner in
which the business is managed internally. Certain prior period balances have
been restated to reflect this reclassification.

Total revenues were $5,026,000 and $15,814,000, respectively, for the three and
nine months ended March 31, 1999, compared to $6,837,000 and $17,133,000,
respectively, for the same periods in the prior year.

The geographic breakdown of revenue is as follows:

<TABLE>
<CAPTION>
                             Three months ended         %       Nine months ended         %
(In thousands)                    March 31,           Change         March 31,          Change
                             ------------------       ------    ------------------      ------
                               1999       1998                    1999       1998
                             -------    -------                 -------    -------
<S>                          <C>        <C>            <C>      <C>        <C>            <C>  
North America                $ 3,405    $ 5,037        (32)%    $10,781    $13,043        (17)%
Europe                         1,543      1,667         (7)%      4,638      3,426         35%
Pacific Rim/Latin America         78        133        (41)%        395        664        (41)%
                             -------    -------    -------      -------    -------    -------
      Total revenue          $ 5,026    $ 6,837        (26)%    $15,814    $17,133         (8)%
</TABLE>

The geographic revenue as a percentage of revenue is as follows:

<TABLE>
<CAPTION>
                                      Three months ended      Nine months ended
                                            March 31,              March 31,
                                       ----------------        ----------------
                                       1999        1998        1999        1998
                                       ----        ----        ----        ----
<S>                                     <C>         <C>         <C>         <C>
North America                            67%         74%         68%         76%
Europe                                   31%         24%         29%         20%
Pacific/Latin America                     2%          2%          3%          4%
                                       ----        ----        ----        ----
      Total                             100%        100%        100%        100%
</TABLE>

Software revenues for the three and nine month periods ended March 31, 1999,
respectively, decreased compared to the same periods in the prior year. Both the
three and nine month decreases are primarily attributable to transitions in the
Company's sales and marketing organization, which began in the first quarter of
this fiscal year, and uncertainties created by a shift in SAP's business process
modeling direction. In the third quarter of fiscal 1999 the Company continued to
take actions to address these issues. In addition to a new executive vice
president of worldwide sales being hired in the second quarter, several new
field sales managers were hired to replace existing sales managers, the sales
and marketing organization was put through a focused





                                       8
<PAGE>   9

training curriculum, and the Company has re-focused and increased its lead
generation efforts. In addition, the Company is further integrating its
LiveModel product with SAP's ASAP implementation methodology, and launched a new
business process management program called LiveCompass, which is sold to the
existing SAP R/3 install base. IntelliCorp also launched a new application
integration product in December called LiveTransfer which, combined with
LiveInterface, provides a robust end-to-end solution for transferring data
between SAP R/3 and other software applications.

Contract services revenues, which includes training revenues, for the three and
nine month periods ended March 31, 1999, increased 11% and 78%, respectively,
compared to the same prior year periods. The increases are due to growth in most
services, including custom development work, LiveModel consulting, LiveInterface
consulting, and configure to order consulting.

Other services revenue increased 0% and 18% during the three and nine months
ended March 31, 1999, compared to the same periods a year ago. The increase is
primarily due to product support revenues related to LiveInterface and
LiveModel.

Gross margin, as a percentage of total revenues for the three and nine months
ended March 31, 1999, was 50% compared to 71% and 75% in the same periods in the
prior year. Software margins were 79% for the three and nine months ended March
31, 1999, compared to 89% and 91% for same prior year periods. The decrease in
software margins is due to decreased sales volume on a relatively fixed cost
base, as well as amortization expense incurred in fiscal 1999 related to
acquired technology. Contract services margins were 19% and 27% for the three
and nine months ended March 31, 1999, compared to 41% and 45% in the same
periods in the prior year. The decrease in contract services margins compared to
the prior year quarters is due to two factors. First, the Company's shortfall in
software revenue resulted in lower utilization rates in the consulting business
as the consulting business is directly affected by the Company's software
license sales. Second, the Company had infrastructure costs in the first two
quarters of fiscal 1999 associated with the LiveInterface consulting business
acquired in the third quarter of fiscal 1998 that it did not have in the first
two quarters of fiscal 1998. Other services margins were 80% and 78% for the
three and nine month periods ended March 31, 1999 compared to 65% and 67% for
the same prior year periods. The increases in the fiscal 1999 quarters over the
prior year quarters is primarily due to increased support revenues on a
relatively fixed cost base.

Research and development (R&D) expenses decreased $285,000 (18%) and increased
$529,000 (13%) during the three and nine months ended March 31, 1999 from the
same prior year periods. The year to date increase is due primarily to
development costs associated with LiveInterface. R&D expenses, as a percentage
of total revenues for the three and nine months ended March 31, 1999 were 26%
and 29% compared to 23% in each of the same prior year periods.

Marketing, general and administrative expenses increased $166,000 (6%) and
$1,582,000 (22%), respectively, during the three and nine months ended March 31,
1999, compared to the same prior year periods. The increases are due to several
factors, including, labor costs, contractor and consultant fees, recruiting
costs, trade show expenses, expenses related to the opening of a French office
and sales training expense. In total, marketing, general and administrative
expenses were 56% and 55% of revenues for the three and nine months ended March
31, 1999, compared to 39% and 42% of revenues for the same periods last year.

Other income and expense, net, which includes interest income and expense, for
the three and nine months ended March 31, 1999 decreased $34,000 and $76,000
compared with the same periods in the prior year primarily due to decreased
interest income due to lower short term investment balances.

The provision for income taxes of $28,000 for the nine months ended March 31,
1999 is due to income taxes (primarily state and local). This compares to
$136,000 related to income and foreign withholding taxes in the same prior year
period.





                                       9
<PAGE>   10

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1999, cash, cash equivalents and short-term investments were
$2,446,000 compared to $5,795,000 at March 31, 1998.

Cash used in operations was $3,087,000 during the first nine months of fiscal
1999, compared to $1,605,000 provided by operations in the same period in the
prior year. The increase in cash used in operations is primarily due to the net
loss incurred in the current year period. Cash provided by investing activities
was $938,000 in the first nine months of fiscal 1999 compared to $1,155,000 used
in investing activities in the first nine months of fiscal 1998. The increase in
cash provided by investing activities is due primarily to the maturity of short
term investments in the first six months of fiscal 1999 whereas the maturity of
short term investments in the same prior year period is offset with additional
purchases of short term investments in that period and the cash payment in the
UPI acquisition

Cash used in financing activities was $119,000 in the nine months ended March
31, 1999 versus $982,000 provided by financing activities in the same prior year
period. One reason for this change is the requirement to pay the preferred stock
dividends in cash in fiscal year 1999 ($405,000) compared to stock dividends
that were issued in lieu of cash through the third fiscal quarter of last year.
In March 1999, the Company consummated an equity arrangement which requires
certain investors to purchase, in a private placement up to $3,000,000, of the
Company's common stock over the next year, if and when requested by the Company.
The purchase price is set at 10% above the market price at the time the purchase
is made, with a minimum price of $1.50 per share and a maximum of $3.00 per
share. As of March 31, 1999, IntelliCorp sold $750,000 of common stock under
this agreement, at a price of $1.50 per share (of which $250,000 was received in
cash by March 31 and $500,000 was reported as a receivable as of March 31,
1999).

In addition to the equity investment agreement, the Company also secured a
$3,000,000 credit facility from Silicon Valley Bank. The credit line is an
asset-based facility, and the amount that can be borrowed on the line is a
function of the amount of eligible accounts receivable balance at any point in
time. The initial term of this facility is two years. The credit facility is
secured by essentially all of the assets of the Company.

The Company believes its cash and cash equivalents at March 31, 1999 along with
expected cash generated from operations plus available funds from the equity
arrangement and bank credit lines will be adequate to fund its operations during
fiscal 1999. There can be no assurance, however, that the Company will be able
to raise additional capital on favorable terms, if at all. If revenues for the
remainder of fiscal 1999 do not meet management's expectations, and additional
financing is not available, management has the ability and may further reduce
certain expenditures to lower the Company's cost base, if required.


YEAR 2000 ISSUE    

The Company has conducted a comprehensive review of its information technology
and non-information technology systems to identify the systems that could be
affected by the year 2000 Issue. The year 2000 issue is the result of computer
programs being written using two digits rather than four to define applicable
year. Any of the Company's programs that have time-sensitive software or micro
controllers may recognize a date using "00" as the year 1900 rather than the
year 2000. This could result in a major system failure or miscalculations. The
Company believes any modifications deemed necessary will be made on a timely
basis and does not believe that the cost of such modifications will have a
material effect on the Company's operating results. Additionally, the Company is
in the process of evaluating the need for contingency plans with respect to year
2000 requirements. The necessity of any contingency plan must be evaluated on a
case by case basis and will vary considerably in nature depending on the year
2000 issue it may need to address. The Company's expectations as to the extent
and timeliness of modifications required in order to achieve Year 2000
compliance is a forward-looking statement subject to risks and uncertainties.
Actual results may vary materially as a result of a number of





                                       10
<PAGE>   11

factors, including, among others, those described in this paragraph and the
paragraph below. There can be no assurance however, that the Company will be
able to successfully modify on a timely basis such products, services and
systems to comply with year 2000 requirements, which failure could have a
material adverse effect on the Company's operating results.

Based on the Company's assessment to date, all newly introduced products and
services of the Company are year 2000 compliant, however, some of the Company's
customers are running product versions that are not year 2000 compliant. The
Company has been encouraging such customers to migrate to current product
versions. In addition, the Company faces risks to the extent that suppliers of
products, services and systems purchased by the Company and others with whom the
Company transacts business on a worldwide basis do not have business systems or
products that comply with the year 2000 requirements. To the extent that
IntelliCorp is not able to test technology provided by third party hardware or
software vendors, IntelliCorp is in the process of obtaining assurances from
such vendors that their systems are year 2000 compliant. In the event that any
third parties cannot provide the Company with products, services or systems that
meet the year 2000 requirements in a timely manner, the Company's operating
results could be materially adversely affected. Although the Company believes
that the cost of year 2000 modifications for internal use software and systems
and the Company's products is not material, there can be no assurance that
various factors relating to year 2000 compliance issues, including litigation,
will not have a material adverse effect on the Company's business, operating
results or financial position.


PURCHASED INTANGIBLE ASSETS

On January 23, 1998, the Company entered into an asset purchase agreement with
ICS Deloitte Management LLC, an affiliate of Deloitte & Touche, ("D&T") to
purchase the rights to the Universal Portable Interface ("UPI") technology. This
technology consisted of the intellectual and proprietary property comprised of
UPI and included all related copyrights, processes, designs, formulas,
inventions, trade secrets, know-how, technology, methodologies, principles of
operations flow charts, schematics, codes and databases.

At the time of acquisition, revenues for developed and core technology were
estimated for the remainder of fiscal 1998 through fiscal 2004. The Company
anticipated that sales of the acquired developed product would decline
significantly during fiscal 1999. While Q1 and Q2 fiscal 1999 revenues related
to the acquired developed product were lower than initial estimates, Q3 and Q4
fiscal 1998 revenues were higher than initial estimates. Revenues from the
acquisition date through the end of the third quarter of fiscal 1999, related to
the developed and core technology, have been lower than initial expectations.
Management believes that the cause of the revenue shortfall is due to a
combination of internal sales and marketing transition issues and increased
competitive pressures. As of the end of the third quarter of fiscal 1999, the
Company believes that total revenues over the life of the product will not
differ to such an extent as to require a devaluation of the current carrying
value of the intangible assets. It should be noted that while revenues allocated
to the developed and in-process technologies are expected to individually phase
down over time (consistent with normal software product life cycles), the
composite revenue attributed to all applications integration products and
technologies (including future follow-on technologies) is planned to continue
growing in the foreseeable future.

At the time of acquisition, the Company estimated that an aggregate of
approximately $2.0 million of research and development spending is anticipated
over an approximately one year development period from the acquisition date in
order to develop the acquired in-process research and development into a viable
product offering. While the Company expects the completion of this viable
product offering to be delayed a few months, compared to the original estimate,
the total cost needed to complete development is not expected to differ
materially from initial estimates.





                                       11
<PAGE>   12


PART II.    OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

a)          Exhibits

                  10TT        Purchase and Sale of Common Stock
                  10UU        Silicon Valley Bank Loan Agreement
                    27        Financial Data Schedule.

c)          Reports on Form 8-K

                  No reports have been filed for the quarter ended
                  March 31, 1999.


















                                       12

<PAGE>   13


                                    SIGNATURE



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 thereunto duly authorized.




Dated: May 14, 1999                         INTELLICORP, INC.


                                            /s/ Kenneth A. Czaja
                                            -----------------------------
                                            Kenneth A. Czaja
                                            Chief Financial Officer



















                                       13


<PAGE>   14


                                INDEX TO EXHIBITS



<TABLE>
<CAPTION>
Exhibit                                                        Sequentially
No.          Description                                       Numbered Page
-------      -----------                                       -------------
<S>          <C>                                                    <C>

 10TT        Purchase and Sale of Common Stock
 10UU        Silicon Valley Bank Loan Agreement
   27        Financial Data Schedule
</TABLE>




























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