COUNTRY WORLD CASINOS INC
NTN 10K, 1998-10-01
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH
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                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, DC 20549

                                   FORM 12b-25
                         Commission File Number 0-22450
                           NOTIFICATION OF LATE FILING
Check One:
[X] Form 10-K and Form 10-KSB     [ ] Form 11-K     [ ] Form 20-F
[ ] Form 10-Q and Form 10-QSB     [ ] Form N-SAR

For Period Ended:          June 30, 1998
                               

[  ]  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:_______________________________________________________________________
_______________________________________________________________________________
____________


PART I. REGISTRANT INFORMATION

Full name of registrant         Country World Casinos, Inc.
Former name if applicable 
__________________________________________________________________________
                200 Monument Road, Suite 10
                                             
Address of principal executive office (Street and number)
     Bala Cynwyd, Pennsylvania 19004                  City, State and Zip Code


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, 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.

<PAGE>

PART III. NARRATIVE

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

     The Company was not able to complete its financial statements in time to 
complete the Form 10-KSB report for the period ended June 30, 1998.  The 
Company was indebted to its independent auditors and its independent auditors 
advised the Company that until such indebtedness was paid, it would not be 
able to furnish the Company an independent report.


PART IV. OTHER INFORMATION

     (1)     Name and telephone number of person to contact in regard to this 
notification
          
          William H. Patrowicz     610              617-9990
          (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

     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.  N/A

                        Country World Casinos, 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:     September 30, 1998          By:       William H. Patrowicz, 
                                                Secretary/Treasurer

     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.

<PAGE>



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