<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: December 31, 1996

          [ ] 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)

                                 (415) 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                              January 31, 1997
        -----                              ----------------
        Common stock,
        $.001 par value                    12,820,178 shares

                     This document is comprised of 14 pages.





<PAGE>   2
                                TABLE OF CONTENTS


<TABLE>
<CAPTION>
PART I.  FINANCIAL INFORMATION                                              Page
<S>                                                                          <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 Conditions and Results of Operations...........  8-9
                  Liquidity and Capital Resources.......................... 9-10

PART II.  OTHER INFORMATION

     Item 4.      Submission of Matters to a Vote of Security Holders......   11

     Item 6.      Exhibits and Reports on Form 8-K.........................   11

SIGNATURES.................................................................   12
</TABLE>


                                       2
<PAGE>   3
PART I FINANCIAL INFORMATION

ITEM 1 FINANCIAL STATEMENTS

INTELLICORP, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                          December 31,    June 30,
(In thousands)                               1996          1996(1)
                                          -----------     --------
                                          (unaudited)
<S>                                        <C>            <C>     
Assets
Current assets:
Cash and cash equivalents                  $  1,823       $  3,142
Short-term investments                          -              982
Accounts receivable, net                      3,058          2,217
Other current assets                            279            214
                                           --------       --------
     Total current assets                     5,160          6,555

Property and equipment, net                     340            286
Capitalized software, net                       287            284
Other assets                                    239            276
                                           --------       --------

Total                                      $  6,026       $  7,401
                                           ========       ========

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                           $    864       $    935
Accrued compensation                            518            570
Other current liabilities                     1,203          1,453
Deferred revenues                               765            746
                                           --------       --------
     Total current liabilities                3,350          3,704


Convertible notes                             1,600          1,600

Stockholders' equity:
Preferred stock and warrants issuable           -            2,932
Preferred stock                               2,250            -
Common stock                                 43,675         42,275
Accumulated deficit                         (44,849)       (43,110)
                                           --------       --------
     Total stockholders' equity               1,076          2,097
                                           --------       --------

Total                                      $  6,026       $  7,401
                                           ========       ========
</TABLE>

(1)    The consolidated balance sheet at June 30, 1996, 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           Six months ended
   (In thousands, except                      December  31,                December  31,
   per share amounts)                     1996           1995           1996           1995
                                        --------       --------       --------       --------
                                              (unaudited)                    (unaudited)
<S>                                     <C>            <C>            <C>            <C>     
Revenues:
     Software                           $  1,424       $    641       $  2,437       $  1,511
     Contract services                     1,248            618          2,076          3,515
     Other services                          339          1,246            753          1,738
                                        --------       --------       --------       --------
     Total revenues                        3,011          2,505          5,266          6,764
                                        --------       --------       --------       --------

Costs and expenses:
     Cost of revenues:
        Software                             233            257            567            604
        Contract services                    751            676          1,272          1,530
        Other services                       176            140            279            328
     Research and development                806            826          1,646          1,730
     Marketing, general, and
        administrative                     1,675          1,359          3,097          3,376
     Corporate restructuring costs           -              -              -              414
                                        --------       --------       --------       --------
     Total costs and expenses              3,641          3,258          6,861          7,982
                                        --------       --------       --------       --------


Loss from operations                        (630)          (753)        (1,595)        (1,218)

Other income (expense), net                   (8)            32              7             41
                                        --------       --------       --------       --------

Loss before provision
     for income taxes                       (638)          (721)        (1,588)        (1,177)

Provision for income taxes                    30              0             61             16
                                        --------       --------       --------       --------

Net loss                                $   (668)      $   (721)      $ (1,649)      $ (1,193)
                                        ========       ========       ========       ========

Net loss per share                      $  (0.06)      $  (0.06)      $  (0.14)      $  (0.10)
                                        ========       ========       ========       ========

Weighted average common
     shares outstanding                   12,435         12,195         12,415         12,160
                                        ========       ========       ========       ========
</TABLE>


See notes to condensed consolidated financial statements.


                                       4
<PAGE>   5
INTELLICORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                Six months ended
Increase (decrease) in cash and                                    December 31,
     cash equivalents (in thousands)                             1996          1995
                                                               -------       -------
                                                                    (unaudited)
<S>                                                            <C>           <C>     
Cash flows from operating activities:
     Net loss                                                  $(1,649)      $(1,193)
     Adjustments to reconcile net loss to net
         cash provided by (used in) operating activities:
     Depreciation & amortization                                   367           370
     Issue costs for preferred stock and warrants                  (13)          -
     Issuance of common stock in lieu of interest payment          119           -
     Changes in assets and liabilities:
         Accounts receivable                                      (841)        3,153
         Other current assets                                      (65)          (26)
         Other assets                                               (5)           90
         Accounts payable                                          (71)         (226)
         Accrued compensation                                      (52)         (208)
         Other current liabilities                                (250)          230
         Deferred revenues                                          19          (600)
                                                               -------       -------
     Net cash provided by (used in) operating activities        (2,441)        1,590
                                                               -------       -------

Cash flows from investing activities:
     Property and equipment purchases                             (291)         (143)
     Capitalization of software development                        (91)          -
     Sale of short-term investments                                982           -
                                                               -------       -------
Net cash provided by (used) in investing activities                600          (143)
                                                               -------       -------

Cash flows from financing activities -
     Cash collected from sale of stock                             522            96
                                                               -------       -------

Increase (decrease) in cash and cash equivalents                (1,319)        1,543
Cash and cash equivalents, beginning of period                   3,142         2,493
                                                               -------       -------

Cash and cash equivalents, end of period                       $ 1,823       $ 4,036
                                                               =======       =======
</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 financial statements
for the fiscal year ended June 30, 1996, 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. Certain prior year
revenues and associated costs have been reclassified to conform to the current
year's presentation.

2. SIGNIFICANT CUSTOMERS AND EXPORT SALES. A related party accounted for 23%
($682,000) and 19% ($988,000), respectively, of the total revenues for the three
and six month periods ended December 31, 1996. One other commercial customer
accounted for 10% ($312,000) and 12% ($617,000) of total revenues for the three
and six months ended December 31, 1996. GTE accounted for 34% ($857,000) and 47%
($3,175,000) of total revenues for the three and six months ended December 31,
1995.


3. ACCOUNTS RECEIVABLE. In September 1995, the Company sold to a financial
institution, without recourse, receivables in the amount of $1,915,935. The net
proceeds are reported as providing operating cash flow in the Condensed
Consolidated Statement of Cash Flows for the six months ended December 31, 1995.


4. INCOME TAXES. The Company's provision for income taxes of $61,000 and $16,000
for the six months ended December 31, 1996 and December 31, 1995, respectively,
is attributable to foreign withholding taxes.


5. CORPORATE RESTRUCTURING COSTS. The Company recorded a $414,000 pre-tax
restructuring expense in the first quarter of fiscal 1996. The restructuring was
undertaken to increase the Company's focus on live business modeling tools for
the Microsoft Windows platform and in support of commercially popular purchased
software systems. In conjunction with the restructuring the Company implemented
an across the board reduction in force of approximately 30%. The program was
completed in fiscal 1996.


6. CONVERTIBLE NOTES. In April 1996, the Company issued $3,400,000 of seven-year
unsecured senior convertible notes. Interest only is payable semi-annually in
October and April at 10% per annum (except for the first payment which is due
January 1997). Interest payments for the first two years are payable, at the
Company's option, in cash or in common stock valued at 90% of the 20 day average
bid price preceding the payment due date.

      On June 27, 1996, the noteholders agreed to exchange notes totaling
$1,800,000 for preferred stock and warrants (see note 7). On December 30, 1996,
the Company issued 65,981 shares of common stock in lieu of a $119,507 payment
of interest covering the first semi-annual payment period.

     The remaining $1,600,000 of debt is due and payable on April 30, 2003 and
is convertible at any time, at the option of the noteholders, into shares of the
Company's common stock at a conversion price of $1.55 per share. The Company has
reserved 1,032,258 shares of common stock for issuance upon conversion of these
notes. The Company has the right to prepay all or a portion of the principal
amount outstanding at any time following April 30, 1999. The notes were issued
in a private placement, and the Company registered the resale of the common
stock that is issuable upon conversion of the notes or as payment of interest on
the notes.


7. PREFERRED STOCK. On June 27, 1996, the Company agreed to issue 580,645 shares
of preferred stock and warrants to purchase 720,000 shares of common stock at
$3.50 per share in exchange for the conversion of $1,800,000 of the convertible
notes. Such preferred shares and warrants were valued at $2,932,000, net of
issue costs. Each share of the preferred stock is 




                                       6
<PAGE>   7
convertible into two common shares, subject to adjustments, and carries 10%
mandatory cumulative dividends. The dividends for the first two years are
payable, at the Company's option, in cash or in common stock valued at 90% of
the 20 day average bid price preceding the payment due date. The Company elected
to pay the dividend in common stock for the first payment covering the first
semi-annual payment period due January 31, 1997. The cumulative dividends as of
December 31, 1996 are approximately $90,000. 

        The warrants are exercisable immediately, and expire in 2006. The
Company can redeem the warrants anytime after five years, if the common stock
trades at or above $6.00 per share, by paying a redemption price of $0.01 per
warrant share. 

        The preferred stock and warrants were issued in August 1996. The common
shares issuable on conversion of preferred stock, the exercise of warrants or
payment of dividends were registered for resale on December 23, 1996.


8. COMMON STOCK. On December 30,1996 the Company issued 307,692 shares of common
stock to an existing stockholder at $1.625 per share.


9. RELATED PARTY TRANSACTIONS. On August 8, 1996, SAP AG purchased from Informix
Corporation 1,736,263 shares of common stock of the Company. This total
represents all the Company shares previously held by Informix Corporation and,
following the purchase, SAP AG holds approximately 14% of the outstanding common
stock of the Company.



                                       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, 1996 and the Registration Statement on Form S-3 dated December
23, 1996 filed with the Securities and Exchange Commission.

     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: software licenses,
contract services and other services including product support and training.
Total revenues were $3,011,000 and $5,266,000, respectively, for the three and
six months ending December 31, 1996, compared to $2,505,000 and $6,764,000,
respectively, for the same periods in the prior year. This represents a 20%
increase and a 22% decrease, respectively, for the three and six month periods
ended December 31, 1996. Domestic revenues increased by $296,000 (18%) and
decreased $1,805,000 (35%) during the three and six month periods ended December
31, 1996, respectively, compared to the three and six month periods ended
December 31, 1995. Export revenues increased by $210,000 (24%) and decreased
$307,000 (18%) from the three and six month prior year periods. European sales
increased $233,000 (51%) and $314,000 (35%) compared to the same prior year
periods, while Pacific Rim and Latin America sales decreased $23,000 (5%) and
$7,000 (1%) compared to the same prior year periods.

     Software revenues for the first three and six month periods ended December
31, 1996, respectively, increased 122% and 61% compared to the same periods in
the prior year. Both the three and six month increases are largely due to the
Company's newest product, LiveModel(TM): SAP(TM) R/3(TM) Edition released on the
Microsoft Windows platform in June 1996. LiveModel: SAP R/3 Edition represented
87% and 83% of software revenues for the three and six month periods ended
December 31, 1996.

       PowerModel(TM) (formerly known as Kappa) revenues represented 9% and 10%
of software revenues for the three and six month periods ended December 31, 1996
compared to 39% and 46% of software revenue in the same periods a year ago.
Other LiveModel(TM) (formerly known as Object Management Workbench) revenues
represented 2% and 39% of software revenues in the six month periods ended
December 31, 1996 and December 31, 1995, respectively. The remainder of software
revenues is from Kappa-PC(R) and Lisp-based KEE(R) products which represent 2%
and 6% of software revenues for the three and six months ended December 31, 1996
compared to 11% and 15% for the same periods in the prior year. In December
1996, the Company appointed Jeffrey Witwer to the new position of Managing
Director for the PowerModel/Concurrent Engineering business to strengthen the
sales effort on these products.

     Contract services revenues for the three and six month periods ended
December 31, 1996, increased 102% and decreased 41% compared to the same periods
a year ago. The increase for the quarter ended December 31, 1996 is primarily
due to $1,011,000 (81%) of total consulting revenue related to LiveModel: SAP
R/3 Edition. The decrease for the first six months ended December 31, 1996 is
primarily due to close-out payments under the terminated GTE development
agreement of $2,261,000 related to contract services received in the first
quarter of fiscal 1996. The Company expects to perform additional contract
services in the future. However, because a majority of such services are
performed on a short-term basis, the ultimate trend for this type of revenue and
the timing of the services are difficult to predict.

     Other services revenue, which consists primarily of training and product
support, decreased 73% and 57% during the three and six months ended December
31, 1996, compared to the same periods a year ago. The decrease is mainly due to
product support revenues from the GTE licenses recognized in fiscal 1996 while
no related revenues were received in fiscal 1997.



                                       8
<PAGE>   9
     Gross margin, as a percentage of total revenues for the three and six
months ended December 31, 1996, was 61% and 60% compared to 57% and 64% in the
same periods in the prior year. Software margins were 84% and 77% for the three
and six months ended December 31, 1996, compared to 60% for both periods in the
prior year. The increase in software margins was due to increased sales volume
on a relatively fixed cost base. Contract services margins were 40% and 39% for
the three and six months ended December 31, 1996, compared to (9%) and 56% for
the same periods in the prior year. The increase contract services margins for
the three months ended December 31, 1996 is due to unusual negative gross margin
in the prior year resulting from costs associated with the canceled GTE
contract, while the decrease in the six months ended December 31, 1996 is
primarily due to the GTE consulting agreement close-out payment in the first
quarter of fiscal 1996. Other service margins were 48% and 63% for the three and
six months ended December 31, 1996, compared to 89% and 81% in the same periods
in the prior year. This decrease in margins is to attributable a final GTE
support payment received in second quarter of fiscal 1996.

     Research and development (R&D) expenses decreased $20,000 (2%) and $84,000
(5%) during the three and six months ended December 31, 1996 from the same prior
year periods. $91,000 of software development costs were capitalized in the six
months ended December 31, 1996, while no software development costs were
capitalized in the same prior year period. R&D expenses, as a percentage of
total revenues for the three and six months ended December 31, 1996, were 27%
and 31% compared to 33% and 26% in the same prior year periods.

     Marketing, general and administrative expenses increased $316,000 (23%) and
decreased $279,000 (8%) during the three and six months, respectively, ended
December 31, 1996, compared to the prior year periods. The increase is primarily
due to increased headcount, associated recruiting fees and higher sales costs
associated with higher sales volume.

     During the quarter ended September 30, 1995, the Company recorded a
$414,000 pre-tax restructuring expense. The restructuring program was undertaken
to increase the Company's focus on live business modeling tools for the
Microsoft Windows platform and in support of commercially popular purchased
software systems. The program was completed in fiscal 1996.

     Other income and expense, net, which includes interest income and expense,
for the three and six months ended December 31, 1996 decreased $40,000 (125%)
and $34,000 (83%) compared with the same periods in the prior year primarily due
to lower interest income due to lower cash balances.

     The provision for income taxes of $61,000 and $16,000 for the six months
ended December 31, 1996, and December 31, 1995, respectively, represents foreign
withholding taxes incurred. No income tax benefit was recorded for the six
months ended December 31, 1996 and December 31,1995 since the Company incurred a
net operating loss. For the six month period ended December 31, 1996, the
Company reported a net loss of $1,649,000 ($0.14 per share), compared to a net
loss of $1,193,000 ($0.10 per share) for the six months ended December 31,1996.



LIQUIDITY AND CAPITAL RESOURCES


At December 31, 1996, cash, cash equivalents and short-term investments were
$1,823,000 compared to $4,124,000 at June 30, 1996. $2,441,000 of cash was used
in operations during the six month period ended December 31, 1996, compared to
cash generated of $1,590,000 in the same period in the prior year. This decrease
resulted primarily from a combination of the sale of receivable balances in the
first quarter of fiscal 1996 and lower cash receipts from customers as a result
of lower revenues in the first quarter of fiscal 1997. Excluding the sale of
short-term investments, cash used in investing activities increased by $239,000
due to fixed asset purchases and expenditures related to capitalized software
development. Cash provided by financing activities increased by $426,000 due to
the issuance of 307,692 shares of common stock offset by a decrease in stock
purchases by employees during the six months ended December 31, 1996.

     In April 1996, the Company issued $3,400,000 of seven-year senior
convertible notes which are due on April 30, 2003. Interest only is payable
semi-annually in October and April at 10% per annum (except the first payment
which is due January 1997). Interest payments for the first two years are
payable, at the Company's option, in cash or in common stock valued at 90% of
the 20 day average bid price preceding the payment due date. On December 30,
1996 the Company issued 65,981 shares of common stock in lieu of a $119,507
payment of interest.



                                       9
<PAGE>   10
     In June 1996, the Company agreed to issue 580,645 shares of preferred stock
and warrants to purchase 720,000 shares of common stock at $3.50 per share in
exchange for $1,800,000 of the convertible debt. The preferred stock is
convertible into common shares on a one-for-two basis, subject to adjustments
for dilutive events, and carries 10% cumulative dividends. On December 31, 1996,
the cumulative dividends were approximately $90,000.

     Although the Company is exploring opportunities for additional equity
financing, management's financial plans for fiscal year 1997 anticipate
sufficient revenues so as not to require additional capital resources beyond
that which is attainable from operations. 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 fiscal 1997 do not meet management's expectations, and
additional financings are not available, management has the ability and may
further reduce certain expenditures to lower the Company's cost base, if
required. As a result of these factors, the Company believes its cash and cash
equivalents at December 31, 1996 and expected cash generated from operations
will be adequate to fund its operations during fiscal 1997.



                                       10
<PAGE>   11
PART II. OTHER INFORMATION

ITEM 4   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company's annual meeting of shareholders was held on December 6, 1996. The
number of shares outstanding on the record date for that meeting was 12,396,512.
At the meeting, stockholders voted on the following matters:

      1. Election of the four nominees as directors to hold office until the
      next annual meeting of stockholders and until their successors are elected
      as follows:

<TABLE>
<CAPTION>
                                                 Votes            Votes
                                                  For           Withheld
                                                  ---           --------
                  <S>                          <C>              <C>    
                  Kenneth H. Haas              10,847,441       639,424
                  Katharine C. Branscomb       10,502,963       983,902
                  Joseph A. Graziano           10,847,441       639,424
                  Norman J. Wechsler           10,875,706       611,159
</TABLE>

      2. Approval of an amendment to the Company's 1991 Stock Option Plan to
      increase the aggregate number of shares authorized for issuance under such
      plan by 1,000,000 shares as follows:

<TABLE>
                  <S>                           <C>      
                  Votes for                     5,309,239
                  Votes against                 1,319,283
                  Votes abstaining                108,124
                  Broker non-votes              4,750,219
</TABLE>


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

a)       Exhibits

                  11.1 - Statement Regarding Computation of Net Loss Per Share

                  27 - Financial Data Schedule.

b)       Reports on Form 8-K

                  No reports have been filed for the quarter ended December 31,
1996.




                                       11
<PAGE>   12
                                   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 thereunto duly authorized.


                                       INTELLICORP, INC.


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




                                       12
<PAGE>   13

                                INDEX TO EXHIBITS


<TABLE>
<CAPTION>
         Exhibit                                                 Sequentially
         No.                    Description                      Numbered Page
         -------                -----------                      -------------
         <S>                    <C>                              <C>
         11.1                   Statement Regarding Computation
                                of Net Loss Per Share

         27                     Financial Data Schedule
</TABLE>


                                       13