E&B MARINE INC
NT 10-K, 1996-03-29
AUTO DEALERS & GASOLINE STATIONS
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                       UNITED STATES                        OMB APPROVAL
             SECURITIES AND EXCHANGE COMMISSION      OMB Number:    3235-0058
                WASHINGTON, D.C.  20549              Expires:    May 31, 1997
                                                     Estimated average burden
                       FORM 12b-25                   hours per response..2.50

              NOTIFICATION OF LATE FILING                SEC FILE NUMBER
                                                             1-8571


(Check One):  [x] Form 10-K        [ ] Form 20-F          [ ] Form 11-K
              [ ] Form 10-Q        [ ] Form N-SAR
                                                          CUSIP NUMBER
                                                           268215209
    For Period Ending: December 30, 1995
    [ ] 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:
                                    ---------------------------------------- 

- -----------------------------------------------------------------------------
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:

- -----------------------------------------------------------------------------
PART I - REGISTRANT INFORMATION

E&B Marine Inc.
- --------------------------------------------------------------------------
(Full Name Of Registrant)

N/A
- --------------------------------------------------------------------------
(Former Name If Applicable)

201 Meadow Road
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(Address of principal Executive Office (Street and Number))

Edison, New jersey 08818
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(City, State and Zip Code)


PART II - RULES 12b-25(b) AND  

If the subject report could not be filed without reasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)


               (a) The reasons described in reasonable detail in Part III of
                   this form could not be eliminated without reasonable
                   effort of 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
    [X]            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  has been attached if applicable.


PART III - NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed
within the prescribed time period.

See Exhibit A attached hereto.

<PAGE>

PART IV - OTHER INFORMATION

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

Bradley P. Cost, Esq.                    212                880-6123
- ----------------------------       ---------------      ------------------
    (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 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.

     See Exhibit B attached hereto
     --------------------------------------------------------------------

                           E&B Marine 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  29 ,1996                   By: Walfrido A. Martinez
     --------------------------              ------------------------------
                                             Walfrido A. Martinez,
                                             Senior Vice President and
                                             Chief Financial Officer


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).                           |
- ----------------------------------------------------------------------------

                            GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General
   Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange
   Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
   General Rules and Regulations under the Act, the information
   contained in or filed with the form will be made a matter of public record
   in the Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed
   with each national securities exchange on which any class of securities
   of the registrant is registered.

4. Amendments to the notifications must also be filed on Form 12b-25 but
   need not to restate information that has been correctly furnished. 
   The form shall be clearly identified as an amended notification.

5. Electronic Files.  This form shall not be used by electronic files unable
   to timely file a report solely due to electronic difficulties.  Filers
   unable to submit report within the time period prescribed due to
   difficulties in electronic filing should comply with either Rule 201 or
   Rule 202 of Regulation S-T (232.201 or 232.202 of this chapter) or apply
   for an adjustment in filing date pursuant to Rule 13(b) or Regulation S-T
   (232.13(b) of this chapter).


<PAGE>


                       E&B Marine Inc.

                 Exhibit A to Form 12b-25

     As a result of unforeseen delays in connection with the preparation of
the registrant's year-end financial statements, the registrant is unable
to file its Annual Report on Form 10-K within the prescribed time period.
The registrant cannot eliminate the reasons for its inability to file the
forgoing Report without unreasonable effort and/or expense.  The foregoing 
Report will be filed no later that the fifteenth calendar day following the
prescribed due date for the Report.



<PAGE>


                            E&B Marine Inc.

                        Exhibit B to Form 12b-25

     The registrant anticipates that it will report a change in its results
of operations for the annual period ended December 30, 1995 from the
corresponding period for the last fiscal year.  The registrant expects to
report a net income of $1,019,000 for the fiscal year ended December 30,
1995.  This compares to a net income of $5,727,000 for the registrant's
last fiscal year.



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