HMG COURTLAND PROPERTIES INC
NT 10-K, 1997-03-28
REAL ESTATE INVESTMENT TRUSTS
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                                                                 SEC FILE NUMBER
                                                                          1-5570
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 12b-25

                          NOTIFICATION OF LATE FILING

(Check One):               X Form 10-KSB   __Form 20-F      __Form 11-K
                           __Form 10-QSB   __Form N-SAR

         For Period Ended:  December 31, 1996
          __ Transition Report on Form 10-K 
          __ Transition Report on Form 20-F 
          __ Transition Report on Form 11-K 
          __ Transition Report on Form 10-Q 
          __ Transition Report on Form N-SAR 
          For the Transition Period Ended:
                                           -----------------------

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  Read Instruction (on back page) 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

         HMG/COURTLAND PROPERTIES, INC.
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Former Name if Applicable

         N/A
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Address of Principal Executive Office (Street and Number)

         2701 S. Bayshore Drive
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City, State and Zip Code

         Coconut Grove, Florida 33133
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PART II - RULES 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)

 X
- ---
     (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, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
          filed on or before the fifteenth calendar day following the prescribed
          due date; or the subject quarterly report of 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 detail the reasons why Forms 10-K,  11-K,  10-Q,  N-SAR,  or the
transition  report or portion thereof,  could not be filed within the prescribed
time period.

     The Company cannot complete the Form 10-KSB on a timely basis without
     incurring unreasonable effort and expense, and therefore requests a 15-day
     extension.
<PAGE>

PART IV - OTHER INFORMATION

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

    Clinton A. Stuntebeck                   (215)               751-2034
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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 reports) been
         filed? If 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
                                                          ---       ---

         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.


                         HMG/COURTLAND PROPERTIES, INC.
           -----------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date  March 27, 1997                        By /s/ Lawrence I. Rothstein
      -----------------                        -------------------------
                                               Lawrence I. Rothstein

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                              ATTENTION
         Intentional misstatements or omissions of fact constitute Federal
         Criminal Violations (See 18 U.S.C. 1001).


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