<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, 1998

          [ ] 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.

<TABLE>
<CAPTION>
                                            Outstanding as of
      Class                                   April 30, 1998
      -----                                 -----------------
      <S>                                   <C>
      Common stock,
      $.001 par value                       14,868,559 shares
</TABLE>

                    This document is comprised of 13 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 Conditions and Results of Operations................... 8-10

PART II.    OTHER INFORMATION

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

SIGNATURE.....................................................................  12
</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)                                   1998            1997(1)
                                              -----------        --------
                                              (unaudited)
<S>                                           <C>                <C>     
Assets
Current assets:
Cash and cash equivalents                       $  5,795         $  4,363
Short-term investments                                --            2,029
Accounts receivable, net                           7,448            4,830
Other current assets                                 243              132
                                                --------         --------
    Total current assets                          13,486           11,354

Purchased Intangibles, net                         1,759               --
Property and equipment, net                          683              334
Capitalized software, net                             74              188
Other assets                                         126              188
                                                --------         --------
Total                                           $ 16,128         $ 12,064
                                                ========         ========
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable                                $  1,103         $    650
Accrued compensation                               1,297              771
Other current liabilities                          1,901            1,246
Deferred revenues                                  2,604            1,849
                                                --------         --------
    Total current liabilities                      6,905            4,516

Convertible notes                                  1,600            1,600

Stockholders' equity:
Preferred stock                                        1                1
Common stock                                          15               13
Additional paid - in capital                      58,071           52,959
Accumulated deficit                              (50,464)         (47,025)
                                                --------         --------
    Total stockholders' equity                     7,623            5,948
                                                --------         --------
Total                                           $ 16,128         $ 12,064
                                                ========         ========
</TABLE>

(1)   The consolidated balance sheet at June 30, 1997, 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)                        1998             1997             1998             1997
                                          --------         --------         --------         --------
                                                 (unaudited)                       (unaudited)
<S>                                       <C>              <C>              <C>              <C>     
Revenues:
    Software                              $  3,674         $  1,864         $ 10,033         $  4,301
    Contract services                        2,228            1,126            4,924            3,202
    Other services                             935              394            2,176            1,147
                                          --------         --------         --------         --------
    Total revenues                           6,837            3,384           17,133            8,650
                                          --------         --------         --------         --------
Costs and expenses:
    Cost of revenues:
       Software                                207              277              679              844
       Contract services                     1,304              552            2,708            1,824
       Other services                          323              140              708              419
    Research and development                 1,575              993            3,984            2,639
    Marketing, general, and
       administrative                        2,637            1,727            7,172            4,824
    In-process research and
    development charge                       4,800               --            4,800               --
                                          --------         --------         --------         --------
    Total costs and expenses                10,846            3,689           20,051           10,550
                                          --------         --------         --------         --------

Loss from operations                        (4,009)            (305)          (2,918)          (1,900)

Other income (expense), net                      4              (42)              95              (35)
                                          --------         --------         --------         --------
Loss before provision
    for income taxes                        (4,005)            (347)          (2,823)          (1,935)

Provision for income taxes                      30               36              136               97
                                          --------         --------         --------         --------

Net loss                                  $ (4,035)        $   (383)        $ (2,959)        $ (2,032)
                                          ========         ========         ========         ========
Series A and Series B Preferred
    stock dividends                           (158)             (59)            (480)            (148)
                                          --------         --------         --------         --------
Loss available to common
    shareholders                          $ (4,193)        $   (442)        $ (3,439)        $ (2,180)
                                          ========         ========         ========         ========
Basic and diluted net loss
    per share                             $  (0.30)        $  (0.03)        $  (0.25)        $  (0.17)
                                          ========         ========         ========         ========
Shares used in computing basic
    and diluted net loss per share          13,999           12,809           13,505           12,546
                                          ========         ========         ========         ========
</TABLE>

See notes to condensed consolidated financial statements.


                                       4
<PAGE>   5

INTELLICORP, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                           Nine months ended
                                                                               March 31,
Increase (decrease) in cash and                                        -------------------------
    cash equivalents (in thousands)                                      1998             1997
                                                                       --------         --------
                                                                              (unaudited)
<S>                                                                    <C>              <C>      
Cash flows from operating activities:
    Net loss                                                           $ (2,959)        $ (2,032)
    Adjustments to reconcile net loss to net
        cash provided by (used in) operating activities:
    In-process research and development charge                            4,800               --
    Depreciation and amortization                                           457              409
    Issue costs of preferred stock and warrants                              --              (39)
    Issuance of common stock in lieu of interest payment                     90              119
    Changes in assets and liabilities:
        Accounts receivable                                              (2,618)          (1,062)
        Other current assets                                               (111)              32
        Other assets                                                         62                4
        Accounts payable                                                    453              (90)
        Accrued compensation                                                501               44
        Other current liabilities                                           175             (155)
        Deferred revenues                                                   755               18
                                                                       --------         --------
    Net cash provided by (used in) operating activities                   1,605           (2,752)
                                                                       --------         --------
Cash flows from investing activities:
    Property and equipment purchases                                       (612)            (287)
    Purchase of assets                                                   (2,572)              --
    Purchase of short-term investments                                   (3,620)             (91)
    Maturities of short-term investments                                  5,649              982
                                                                       --------         --------
Net cash provided by (used) in investing activities                      (1,155)             604
                                                                       --------         --------
Cash flows from financing activities:
    Cash received from exercise of warrants                                 712               --
    Cash received from sale of preferred stock                               --            5,000
    Cash received from sale of common stock                                 270              548
                                                                       --------         --------
Net cash provided by financing activities                                   982            5,548

Increase (decrease) in cash and cash equivalents                          1,432            3,400
Cash and cash equivalents, beginning of period                            4,363            3,142
                                                                       --------         --------
Cash and cash equivalents, end of period                               $  5,795         $  6,542
                                                                       ========         ========
</TABLE>

See notes to condensed consolidated financial statements.


                                       5
<PAGE>   6

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND ACCOUNTING POLICIES. The accompanying condensed
consolidated financial statements should be read in conjunction with the
Company's financial statements for the fiscal year ended June 30, 1997, 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. 

    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 Universal Portable Interface ("UPI") technology. In consideration
for this asset purchase, the Company paid D&T approximately $2.6 million in cash
and 1,000,000 shares of the Company's common stock (with a fair market value of
$3.56 per share) and assumed certain liabilities totaling $453,000. The
Company's common stock will be issued during the Company's fourth fiscal
quarter. The transaction represented an asset purchase (related to the UPI
technology) and not the acquisition of a business. Intellicorp intends to
significantly change the nature of the revenue producing activity by selling the
current UPI product through its direct sales force and indirect sales partners
and by incurring significant future research and development expenses to further
develop the UPI technology. Therefore, historical financial results of the
acquired product's operations are not meaningful for an understanding of the
future operations of the Company, and, therefore, pro forma information has not
been presented.

    Intangible assets consist of developed technology, customer base, assembled
work force, purchased software and goodwill related to the acquisition of assets
From D&T accounted for by the purchase method. See Note 3. Amortization of these
purchased intangibles is provided on the straight-line basis over the respective
useful lives of the assets. The intangible assets are amortized over a period of
54 months or less. Acquired in-process research and development without
alternative future use was expensed when acquired.

    The Company is currently engaged in discussions with the Securities and
Exchange Commission staff regarding the amount allocated to in-process research
and development. The Company anticipates the allocation to be finalized when
those communications are completed which is anticipated to be in the fourth
quarter ending June 30, 1998. The third quarter results of operations reflect a
charge in the amount of $4,800,00 related to in-process research and development
as indicated below. Any significant  decrease of in-process research and
development would have a positive effect on the Company's results of operations
for the third quarter ended March 31, 1998, and may materially affect future
results of operations as a result of increased amortization expense.

2. LOSS PER SHARE. In 1997, The Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 128, Earnings Per Share.
Statement 128 replaced primary and fully diluted earnings per share under APB 15
with basic and diluted earnings per share. Unlike primary earnings per share,
basic earnings per share excludes any dilutive effects of options, warrants, and
convertible securities. Diluted earnings per share is very similar to the
previously reported fully diluted earnings per share. All loss per share amounts
for all periods have been presented, and where necessary, restated to conform to
the Statement 128 requirements. The following table sets forth the computation
of basic and diluted loss per share.

(in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                        -----------------------------------------------------
                                                          Three Months Ended             Nine Months Ended
                                                               March 31,                     March 31,
                                                        -----------------------       -----------------------
                                                          1998           1997           1998           1997
                                                        --------       --------       --------       --------
<S>                                                     <C>            <C>            <C>            <C>      
Numerator:
     Net loss                                           $ (4,035)      $   (383)      $ (2,959)      $ (2,032)
     Preferred stock dividends                              (158)           (59)          (480)          (148)
                                                        --------       --------       --------       --------
     Loss available to common shareholders                (4,193)          (442)        (3,439)        (2,180)
                                                        ========       ========       ========       ========
Denominator:
     Weighted average common shares outstanding--basic 
      and diluted                                         13,999         12,809         13,505         12,546
     Net loss per share--basic and diluted              $  (0.30)      $  (0.03)      $  (0.25)      $  (0.17)
                                                        ========       ========       ========       ========
</TABLE>


                                       6
<PAGE>   7

3. ASSET PURCHASE AGREEMENT WITH DELOITTE & TOUCHE CONSULTING GROUP/ICS. As
described in Note 1, the Company acquired assets related to the UPI technology.
The acquisition was accounted for using the purchase method of accounting. The
following is a summary of the purchase price allocation:

<TABLE>
<S>                                                                 <C>         
Liabilities assumed                                                 $  (453,000)
In-process research and development                                   4,800,000
Developed technology                                                  1,500,000
Customer base                                                           160,000
Assembled work force                                                    100,000
Purchased software                                                       10,000
Excess over fair value of assets acquired                                67,500
                                                                    -----------
Total                                                               $ 6,184,500
                                                                    ===========
</TABLE>

IN-PROCESS RESEARCH AND DEVELOPMENT

To determine the value of the in-process research and development, the expected
future cash flows of the in-process technology were discounted taking into
account, the state of development of the in-process "project", the cost to
complete that project, the expected income stream, the life cycle of the product
ultimately developed, and the associated risks. Such risks include, but are not
limited to, the inherent difficulties and uncertainties in completing the
project and, thereby achieving technological feasibility and risks related to
the viability of and potential changes to future target markets. This analysis
resulted in amounts assigned to in-process research and development projects
which have not yet reached technological feasibility (as defined and utilized by
the Company in assessing software capitalization) and do not have alternative
future uses.

DEVELOPED TECHNOLOGY

To determine the value of the developed technology, the expected future cash
flows of the existing developed technology were discounted taking into account
the characteristics and applications of the product, existing and future
markets, the aggregate size and growth rate of the existing and future markets,
and assessments of the product sales cycle.

CUSTOMER BASE

Values assigned to the customer base were determined based on existing
relationships with customers, the expected income stream solely generated from
maintenance support renewals over the next five years, and associated risks.
Associated risks included the inherent difficulties and uncertainties in
transitioning the business relationships from D&T to the Company.

ASSEMBLED WORKFORCE

To determine the value of the assembled work force, the Company considered the
workforce in place (and anticipated to be retained) as of January 23, 1998 and
determined the cost to replace that workforce. It specifically estimated the
costs to locate, screen and interview candidates, and to train new employees in
their new positions. Consequently, the cost approach was utilized to derive the
fair value of the assembled work force.

4. SIGNIFICANT CUSTOMERS AND EXPORT SALES. A related party accounted for 15%
($1,051,000) and 20% ($3,475,000), respectively, of the total revenues for the
three and nine month periods ended March 31, 1998 and 18% ($608,000) and 18%
($1,596,000), respectively, of the total revenues for the three and nine month
periods ended March 31, 1997. Two commercial customers accounted for 11%
($755,000) and 8% ($1,322,000), respectively, of the total revenues for the
three and nine month periods ended March 31, and 13% ($448,000) and 8%
($694,000), respectively, of the total revenues for the three and nine month
periods ended March 31, 1997.

5. INCOME TAXES. The Company's 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 (Alternative Minimum Tax) and foreign withholding
taxes. The provision for income taxes of $36,000 and $97,000, respectively, for
the three and nine months ended March 31, 1997 is attributable to foreign
withholding taxes.

6. WARRANTS. On September 17, 1997 warrants to purchase 350,000 shares of common
stock at $2.035 per share were exercised.


                                       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, 1997.

    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.

UPI ASSET PURCHASE

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 Universal Portable Interface technology. In consideration for this
asset purchase, the Company paid D&T approximately $2.6 million in cash and
1,000,000 shares of the Company's common stock (with a fair market value of
$3.56 per share) and assumed certain liabilities totaling $453,000. The
acquisition was accounted for using the purchase method of accounting. For
financial reporting purposes, values were assigned to acquired in-process
research and development, developed technology, customer base and the assembled
workforce.

The Company is currently engaged in discussions with the Securities and
Exchange Commission staff regarding the amount allocated to in-process research
and development. As indicated below, the third quarter results of operations
reflect a significant charge related to in-process  research and development.
Any significant decrease of in-process research and development would have a    
positive effect on the Company's results of operations for the quarter ended
March 31, 1998, and may materially affect future results of operations as a
result of increased amortization  expense. See the notes to the financial
statements.

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 $6,837,000 and $17,133,000, respectively, for the three and
nine months ending March 31, 1998, compared to $3,384,000 and $8,650,000,
respectively, for the same periods in the prior year. This represents a 102% and
98% increase, respectively, for the three and nine month periods ended March 31,
1998 compared to the same prior year periods.

The geographic breakdown of revenue is as follows:

<TABLE>
<CAPTION>
                                       Three months ended                         Nine months ended
                                            March 31,                                  March 31,
                                     ----------------------         %            ----------------------          %
(In thousands)                         1998          1997         Change           1998          1997         Change
                                     --------      --------      --------        --------      --------      --------
<S>                                  <C>           <C>           <C>             <C>           <C>           <C> 
North America                        $  5,037      $  2,322           117%       $ 13,043      $  5,610           132%
Europe                                  1,667           759           120%          3,426         1,962            75%
Pacific Rim/Latin America                 133           303           (56%)           664         1,078           (38%)
                                     --------      --------      --------        --------      --------      --------
    Total revenue                    $  6,837      $  3,384           102%       $ 17,133      $  8,650            98%
</TABLE>

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

<TABLE>
<CAPTION>
                                         Three months ended     Nine months ended
                                             March 31,              March 31,
                                         ------------------     -----------------
                                          1998        1997       1998       1997
                                         ------      ------     ------     ------
<S>                                      <C>         <C>        <C>        <C>
North America                              79%         69%         76%       65%
Europe                                     17%         22%         20%       23%
Pacific/Latin America                       4%          9%          4%       12%
                                          ----        ----        ----      ----
                                          100%        100%        100%      100% 
</TABLE>

    Software revenues for the three and nine month periods ended March 31, 1998,
respectively, increased 97% and 133% compared to the same periods in the prior
year. Both the three and nine month increases are largely due to increased sales
of the Company's LiveModel(TM): SAP(TM) R/3(TM) Edition product and initial
sales of the Company's newly acquired UPI product (LiveInterface). Sales of the
Company's older PowerModel product line continue to decline over the prior year
periods.


                                       8
<PAGE>   9

    Contract services revenues for the three and nine month periods ended March
31, 1998, increased 98% and 54% compared to the same periods a year ago. Both
the three and nine month increases are due primarily to consulting revenue
related to LiveModel: SAP R/3 Edition and the configure to order consulting
business.

    Other services revenue, which consists primarily of training and product
support, increased 137% and 90% during the three and nine months ended March 31,
1998, compared to the same periods a year ago. The increase is primarily due to
product support and training revenues related to the LiveModel: SAP R/3 product
offset by reduced support and training related to PowerModel.

    Gross margin, as a percentage of total revenues for the three and nine
months ended March 31, 1998, was 73% and 76% compared to 71% and 64% in the same
periods in the prior year. Software margins were 94% and 93% for the three and
nine months ended March 31, 1998, compared to 85% and 80% for same prior year
periods. The increase in software margins was due to increased sales volume on a
relatively fixed cost base. Contract services margins were 41% and 45% for the
three and nine months ended March 31, 1998, compared to 51% and 43% for the same
periods in the prior year. The decrease in contract services margins for the
three months ended March 31, 1998 compared to the prior year quarter is due to
two factors. First, the Company had lower utilization rates due to newly hired
employees which require a certain amount of orientation and training time until
they can be fully utilized. Second, the Company had higher costs associated with
the newly acquired LiveInterface consulting business. Management believes it
will be able to lower these costs in the future as high cost outside contractors
are replaced with lower cost full-time employees. The nine month increase in
margins is primarily due to higher rates charged by the Company as a result of
increasing demand for consulting services as well as the impact of the SAP
Development Agreement signed in August 1997.

    Research and development (R&D) expenses increased $582,000 (59%) and
$2,348,000(49%) during the three and nine months ended March 31, 1998 from the
same prior year periods. The increases are due primarily to increased headcount
and higher labor costs related to continuing development on LiveModel: SAP R/3
as well as development costs associated with LiveInterface. R&D expenses, as a
percentage of total revenues for the three and nine months ended March 31, 1998
were both 23% compared to 29% and 31% in the same prior year periods.

    Marketing, general and administrative expenses increased $910,000 (53%) and
$2,303,000 (48%), respectively, during the three and nine months ended March 31,
1998, 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 expenses related to the LiveInterface operations in Philadelphia. In total,
marketing, general and administrative expenses were 39% and 42% of revenues for
the three and nine months ended March 31, 1998, compared to 51% and 56% of
revenues for the same periods last year.

    The write-off of in-process research and development related to the asset
acquisition described above totaled $4,800,000, all of which was recorded in the
quarter ended March 31, 1998. The value was computed using discounted cash flow
analysis on the anticipated income stream of the related product sales. This
analysis resulted in amounts assigned to in-process research and development for
the project which has not yet reached technological feasibility (as defined and
utilized by the Company in assessing software capitalization) and does not have
alternative future uses.

    At the time of acquisition, the Company estimated that an aggregate of
approximately $2.0 million of research and development spending is anticipated
over approximately the next twelve months in order to develop the acquired
in-process research and development into a viable product. Accordingly, the
Company expects future research and development expenses to increase. If a
viable product is successfully developed, it will replace the current product.
However, there can be no assurance that the Company will be successful in
completing the development of such in-process research and development or that
development efforts will result in a viable product.

    Other income and expense, net, which includes interest income and expense,
for the three and nine months ended March 31, 1998 increased $46,000 and
$130,000 compared with the same periods in the prior year primarily due to
increased interest income due to higher short term investment balances.

    The provision for income taxes of $136,000 for the nine months ended March
31, 1998 is due to income taxes (Alternative Minimum Tax) and foreign
withholding taxes incurred. This compares to $97,000 of foreign withholding
taxes for the prior year period.

    For the nine months ended March 31, 1998, the Company reported a net loss of
$2,959,000 ($0.25 per share, both basic and diluted), compared to a net loss of
$2,032,000 ($0.17 per share, both basic and diluted) for the nine months ended
March 31,1997. Excluding the one time charge, net income for the nine months
ended March 31, 1998 was $1,841,000 ($0.10 per share - basic and $0.09 per
share - diluted).


                                       9
<PAGE>   10

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 1998, cash, cash equivalents and short-term investments were $5,795
compared to $6,392,000 at June 30, 1997. $1,605,000 of cash was provided by
operations during the nine months ended March 31, 1998 compared to $2,752,000
used in operations in the same period in the prior year.

    The Company had a net loss of $2,959,000 for the nine months ended March 31,
1998, compared to a net loss of $2,032,000 for the same prior year period. The
net loss for the nine months ended March 31, 1998 includes a one-time charge for
the write off of acquired in-process research and development of $4,800,000.

    The increase in cash provided by operations is primarily due to an
adjustment to reconcile net loss to net cash provided by operating activities of
$4,800,000 related to the in-process research and development charge and an
increase in various liability accounts offset by an increase in accounts
receivable.

    Cash used in investing activities was $1,155,000 in the nine months ended
March 31, 1998 compared to $604,000 provided by investing activities in the same
prior year period. The decrease in cash from investing activities is largely due
to the payment of $2.6 million for the acquisition of certain assets related to
UPI, partially offset by an increase in cash due to maturities of short term
investments in excess of purchases of short term investments.  

    Cash provided by financing activities was $982,000 for nine months ended
March 31, 1998 compared to $5,548,000 for the same prior year period. The
decrease from the prior year is primarily due to $5,000,000 received upon sale
of preferred stock in the prior year period which is partially offset by
$712,000 received upon exercise of warrants in the nine months ended March 31,
1998.

    Management's plans for fiscal year 1998 anticipate sufficient revenues so as
not to require additional capital resources. However, the Company may, from time
to time, raise additional capital through debt or equity financing to take
advantage of market opportunities. 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 1998 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 March 31, 1998 and expected cash generated from operations will
be adequate to fund its operations during fiscal 1998.

YEAR 2000 ISSUE

The Company has conducted a comprehensive review of its computer 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 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 presently believes that, with modifications to
existing software and conversions to new software, the Year 2000 problem will
not pose significant operational problems for the Company's computer systems as
so modified and converted. Additionally, the costs required to modify existing
systems are not expected to be significant.

    All of the software products sold by the Company are currently year 2000
compliant.


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<PAGE>   11

PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

a)      Exhibits

          27 - Financial Data Schedule.

b)      Reports on Form 8-K

          Incorporated by reference to the Company's current report on Form 8-K
          related to UPI asset purchase filed on February 9, 1998


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<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


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<PAGE>   13
                                INDEX TO EXHIBITS

<TABLE>
<CAPTION>
        Exhibit                                          Sequentially
        No.               Description                    Numbered Page
        -------           -----------------------        -------------
        <S>               <C>                            <C>
          27              Financial Data Schedule
</TABLE>


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