SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 0-25372


                           NOTIFICATION OF LATE FILING

(Check One): |X| Form 10-K     |_| Form 11-K    |_| Form 20-F    |_| Form 10-Q
             |_| Form N-SAR

     For Period Ended:         Fiscal Year ended March 31, 2000

|_| Transition Report on Form 10             |_| Transition Report on Form 10-Q
|_| Transition Report on Form 20-F           |_| Transition Report on Form N-SAR
|_| Transition Report on Form 11-K

     For the Transition Period Ended: __________________________________________

     Read attached  instruction  sheet before  preparing  form.  Please print or
     type.

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:
                                                        ------------------------
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                                     PART I
                             REGISTRANT INFORMATION

Full name of Registrant                 Cotelligent, Inc.
                       ---------------------------------------------------------

Former name if applicable
                         -------------------------------------------------------

Address of principal executive office (Street and Number) 101 California Street,
                                                          ----------------------
Suite 2050
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City, state and zip code       San Francisco, California 94111
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                                     PART II
                             RULE 12b-25 (b) AND (c)

     If the subject  report could not be filed  without  unreasonable  effort or
expense  and  the  registrant  seeks  relief  pursuant  to Rule  12b-25(b),  the
following should be completed. (Check box if appropriate.)

     (a)  The reasons  described in  reasonable  detail in Part III of this form
          could not be eliminated without unreasonable effort or expense;

     (b)  the subject annual report,  semi-annual  report,  transition report on
          Form 10-K,  20-F,  11-K or Form  N-SAR,  or portion thereof will be
    |X|   filed on or before the 15th calendar day following the  prescribed due
          date; or the subject  quarterly  report or  transition  report on Form
          10-Q or portion  thereof will be filed on or before the fifth calendar
          day following the prescribed due date; and

     (c)  The accountant's statement or other exhibit required by Rule 12b-25(c)
          has been attached if applicable.


                                    PART III
                                    NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period. (Attach extra sheets if needed).

     The  Registrant  is in the process of  completing a  divestiture  of its IT
staff  augmentation  business,  which will be reflected in its Form 10-K and the
audited  financial  statements to be filed  therewith.  The Registrant  believes
that, in the interest of full disclosure, a definitive description of the closed
transaction  and its impact on the  Registrant's  business should be included in
the Form 10-K.  The  transaction  is  expected  to close on June 30,  2000;  the
Registrant's  financial  statements  can be  finalized  and the Form 10-K can be
completed and filed shortly thereafter.


                                     PART IV
                                OTHER INFORMATION

     (1)  Name and  telephone  number  of person  to  contact  in regard to this
          notification

              Daniel E. Jackson         415                439-6400
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              (Name)                (Area Code)       (Telephone Number)

     (2)  Have all other periodic  reports required under Section 13 or 15(d) of
          the  Securities  Exchange Act of 1934 or Section 30 of the  Investment
          Company Act of 1940 during the preceding 12 months or for such shorter
          period that the  registrant  was required to file such  report(s) been
          filed? If the answer is no, identify report(s).

                                                                 |X| Yes  |_| No


     (3)  Is it anticipated that any significant change in results of operations
          from  the  corresponding  period  for the  last  fiscal  year  will be
          reflected  by the  earnings  statements  to be included in the subject
          report or portion thereof?

                                                                  |X|Yes  |_| No




     If so: attach an explanation of the anticipated  change,  both  narratively
and  quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
estimate of the results cannot be made.

                                Cotelligent, Inc.
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                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
thereunto duly authorized.

Date      June 29, 2000                   By:   /s/ Daniel E. Jackson
                                             -----------------------------------
                                             Name:  Daniel E. Jackson
                                             Title: Executive Vice President,
                                                    Chief Financial Officer and
                                                    Treasurer



Response to Part IV(3):
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As a  result  of the  disposition  of the  Registrant's  IT  staff  augmentation
business,  the Registrant's  financial  statements will include this part of the
business as a  discontinued  operation of the  Registrant.  This  disclosure  is
material to the Registrant's financial statements.