<TABLE>
<S> <C> <C> <C>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 0-3305
NOTIFICATION OF LATE FILING
(Check One): [ ] Form 10-K and Form 10-KSB [] Form 11-K [ ] Form 20-F
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: September 28, 1996
[ ] Transition Report on Form 10-K and Form 10-KSB [x] Transition Report on Form 10-Q and Form 10-QSB
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended: September 28, 1996
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
notification
relates:
</TABLE>
Part I. Registrant Information
Full name of Registrant: NCC INDUSTRIES, INC.
Former name if applicable: N/A
Address of principal executive office (Street and
number): 165 Main Street
City, State, and Zip Code: Cortland, NY 13045
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.)
[X] (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, 10-KSB, 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, 10-QSB, 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
Forms 10-K, 10-KSB, 11-K, 20-F, 10-Q, 10-QSB, N-SAR or
the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets
if needed.)
NCC Industries, Inc. (the "Company") is not able to
file Form 10-Q with respect to the quarter ended September 28, 1996,
because of the inability to prepare financial statements without unreasonable
effort.
Part IV. Other Information
(1) Name and telephone number of persons to contact
in regard to the notification.
Jonathan Russo (212) 702-5714
(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
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.
The Company expects to report a loss for the quarter
ended September 28, 1996 of approximately $(5,000,000) as
compared to net income of approximately $2,480,000 for the
quarter ended September 30, 1995. This decrease in the
Company's net income was due primarily to a decision by Registrant's
management to increase reserves for inventory markdowns due to
larger than anticipated declines in sales volume with Wal-Mart
and K-Mart, two major retailers, as well as reduced demand
for the Company's products and the recording of non-
employee benefit related closure costs of its Puerto
Rican and Cortland, New York facilities.
NCC INDUSTRIES, INC.
(Name of Registrant as specified in charter)
Has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.
Date: May 15, 1996 By: /s/ Steven N. Masket
Steven N. Masket
Executive Vice President
Attention
Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).
