COUNTY FINANCIAL CORP
NT 10-K, 1997-03-28
STATE COMMERCIAL BANKS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                                                          SEC File No. 33-97422
                                                        CUSIP NO.______________

                           NOTIFICATION OF LATE FILING

[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:  December 31, 1996

[ ] 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:  Not Applicable

         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:  Not Applicable



                         PART I - REGISTRANT INFORMATION



Full Name of Registrant:   County Financial Corporation

Address of Principal
Executive Office:

                  801 N.E. 167th Street
                  North Miami Beach, Florida  33162



                        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;

                                       -1-

<PAGE>




[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 fifteenth 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 and Form 10-
KSB, 11-K, 20-F, 10-Q and Form 10-QSB, N-SAR or the transition report or portion
thereof could not be filed within the prescribed time period.

         The Company has been unable to complete its Form 10-KSB on a timely
basis due to delays in preparing and reviewing the narrative sections of the
Form 10-KSB.




                           PART IV - OTHER INFORMATION



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

         Alfred G. Smith            305                       358-6300
             (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






                                       -2-

<PAGE>


         (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

                  The Company had net interest income of $12,887,000 for the
year ended December 31, 1996 compared to net interest income of $12,354,000 for
the year ended December 31, 1995. The Company's net non-interest operating
income was $2,783,000 for the year ended December 31, 1996 compared to
$2,925,000 for the year ended December 31, 1995. The Company's net income for
the year ended December 31, 1996 was $924,000 compared to $1,845,000 for the
year ended December 31, 1995.

         The Company has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.


                                  County Financial Corporation



Date:  March 26, 1997              By:   /S/ EILEEN A. SALSANO
                                        ------------------------
                                   Its:  EXECUTIVE VICE PRESIDENT & C.O.O.
                                   Name: EILEEN A. SALSANO


                                       -3-


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