SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12B-25
Commission File Number 000-22289
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: 1/31/97
[ ] Transition Report on Form 10-K [ ] 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 Wherehouse Entertainment, Inc.
Former name if applicable
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Address of principal executive office (Street and number)
19701 Hamilton Avenue
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City, state and zip code Torrance, California 90502
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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 appropriate box.)
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[ ] (a) The reasons described in reasonable detail in
Part III of this form could not be eliminated
without unreasonable effort or expense;
[X] (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 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
The Company has experienced delays in compiling the information
necessary to complete the preparation of its audited financial
statements.
The Form 10-K for the 12 months ended January 31, 1997 will be
filed on or before May 15, 1997.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in
regard to this notification
Eliot Cobb (310) 538-2314 ext. 2312
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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?
[ ] Yes [X] No
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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.
Wherehouse Entertainment, 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 __4/30/97__ By__/s/ Eliot Cobb ________
Eliot Cobb, Treasurer
