RIO GRANDE INC /DE/
NT 10-K, 1997-05-02
CRUDE PETROLEUM & NATURAL GAS
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                           NOTIFICATION OF LATE FILING

                                   FORM 12b-25


                                              SEC File Number:          1-8287
                                              CUSIP Number:             76709420

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-KSB

                  FOR PERIOD ENDED: YEAR ENDED JANUARY 31, 1997

                   _____   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 Form on N-SAR

                        For the Transition Period Ended:


    Nothing in this form shall be construed to imply that the Commissions 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:



                                     <PAGE>



PART I - REGISTRANT INFORMATION

                                RIO GRANDE, INC.
                         10101 Reunion Place, Suite 210
                          San Antonio, Texas 78216-4156

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  rasons  described in  reasonable  detail in PART III of this
     ----   form culd not be eliminated without unreasonable effort or expense;


      X    (b) The subject annual report, semi-annual report, transition report
     ----   on Form 10-KSB,  Form 20-F,  11-K, 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 reasonable  detail the reasons why the Form 10-KSB,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed).

         Rio Grande,  Inc. (the "Company") is not able to file its Annual Report
on Form  10-KSB for the period  ended  January 31,  1997 (the  "Annual  Report")
within the time period prescribed for such report without unreasonable effort or
expense.  The Company  authorized and issued three new series of Preferred Stock
in January  1997,  and the Company has not yet completed its analysis of certain
accounting  issues  that  could  affect  the  disclosure  in the  Annual  Report
regarding such Preferred  Stock.  The Company  expects to complete such analysis
shortly,  and will file the Annual  Report  within the time  prescribed  by Rule
12b-25.

PART IV - OTHER INFORMATION

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


                                       -1-

<PAGE>


                                  Gary Scheele
                            (210) 308-8000, Ext. 256

(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 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  statement  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.

         The  Company's  loss  for the  year  ended  January  31,  1997  will be
approximately  $1.5 million as compared to $465,079  for the year ended  January
31,  1996.  The  Company is in the  process of  finalizing  the  adjustments  of
depletion and impairment of assets based on year end SEC reserve reports.

         -------------------------------------------------------------


                                RIO GRANDE, 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:    May 2, 1997

By:
Name:    Gary Scheele
Title:   Vice President

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.


                                       -2-

<PAGE>




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