MARTIN LAWRENCE LIMITED EDITIONS INC
NT 10-Q, 1996-05-15
MISCELLANEOUS PUBLISHING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549

                                  FORM 12B-25

                                                 Commission File Number 0-13141

                          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:    March 31, 1996
                   ------------------

[  ] 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          Martin Lawrence Limited Editions, Inc.
                        -------------------------------------------------------
Former name if applicable
                          -----------------------------------------------------

Address of principal executive office (Street and number)

                                16250 Stagg Street
- -------------------------------------------------------------------------------

City, State and Zip Code            Van Nuys, CA  91406
                         ------------------------------------------------------

                       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.
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                              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.)

         The principal cause of our failure to timely file our Quarterly Report
on Form 10-Q for the period ended March 31, 1996 is that our internal audit
procedures were commenced later than normal.  The Company's Vice President
Finance, who is responsible for, among other things, supervising our accounting
staff and for completing the financial statements for the Quarterly and Annual
Reports resigned from the Company effective March 8, 1996.  While the former
Vice President Finance continued to consult for the Company, it was not until
April 1, 1996 that the Company was able to hire a replacement.  Since that
time, the new Vice President Finance has been required to adapt to the everyday
responsibilities of his office, as well as complete the financial statements
required for the Quarterly Report.  As a result of these disruptions, we were
unable to commence preparation of the Quarterly Report on Form 10-Q in time for
a May 15 deadline.

                          PART IV.  OTHER INFORMATION

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

             Dru Gartside                        818           988-0630
- -------------------------------------------------------------------------------
                 (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.



                    Martin Lawrence Limited Editions, 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 13, 1996              By  /s/ Allen A. Baron
      --------------------              --------------------------------------- 
                                        Allen A. Baron, Chief Financial Officer





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