CLANCY SYSTEMS INTERNATIONAL INC /CO/
NT 10-K, 1996-12-30
PREPACKAGED SOFTWARE
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UNITED  STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 12b-25

NOTIFICATION OF LATE FILING


(Check One):

X Form 10-K    Form 20-F    Form 11-K    Form 10-Q    Form N-SAR

            FOR PERIOD ENDED: September 30, 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:
                                            -------------------
- ---------------------------------------------------------------

Read Instruction (on back page) Before Preparing Form.
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

Clancy Systems International, Inc.
- -----------------------------------------------------------------
Full Name of Registrant

- -----------------------------------------------------------------
Former Name if Applicable

2250 S. Oneida St.  Suite 308
- -----------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

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Denver, Colorado 80224
- ------------------------------------------------------------------
City, State and Zip Code


PART 11 - RULES 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 box if
appropriate)

( )  (a)  The reasons described in reasonable detail in Part III of
          this form could not be eliminated without unreasonable
          effort or expense; and

(X) (b)   The subject annual report, Semiannual report, transition 
          report on    Form l0-K, Form 20-F, Form 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 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(c) has been attached if applicable.


PART III - NARRATIVE

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

Company has pending issues related to a material contract which will
impact year end results.

Due to these pending issues, the Company's 10-KSB could not be filed
without unreasonable effort and expense.


PART IV - OTHER INFORMATION

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



- -2-


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Liz Wolfson                           303         753-0197
- -------------------------------------  --------  --------------------
(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 explantion of the anticipated change, both
narratively and quantitatively, and, if approprite, state the reasons why a
reasonable estimate of the results cannot be made.

Clancy Systems International, Inc.
         ------------------------------------------------------
(Name of Registrazit as specified in charter)

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



Date:  12/30/96                By: /s/ Lizabeth M. Wolfson



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