MEDICAL RESOURCES INC /DE/
10-12B, 1996-11-15
MEDICAL LABORATORIES
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               SECURITIES AND EXCHANGE COMMISSION
                      WASHINGTON, DC  20549

                           FORM 12b-25

                                                                 
Commission File Number 0-20440         
                   NOTIFICATION OF LATE FILING

     (Check One): [ ] Form 10-K [  ] Form 11-K [  ] Form 20-F [X]
Form 10-Q [ ] Form N-SAR
For Period Ended:   09/30/96                                      
                                                             
[  ]      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 Medical Resources, Inc.                   
                                                      

Former name if applicable
                                                                  
                                                                  
Address of principal executive office (Street and number)
155 State Street                                                  
                                             
City, State and Zip CodeHackensack, New Jersey  07601             
                                                 

               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.

                      Part III.   Narrative

     State below in reasonable detail the reasons why Form 10-K,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period.  (Attach
extra sheets if needed.) 
                 Awaiting Financial Information.
<PAGE>
                  Part IV.   Other Information

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

                  Stephen M. Davis                                
  (212) 832-8300                                           
               (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.

                                          Medical Resources, 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  11/14/96                         By                         
                                       
                                                    Name: Stephen
M. Davis   Title: Secretary

     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 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 the 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 restate information that has been
correctly furnished.  The form shall be clearly identified as an
amended notification.



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