AMRION INC
NT 10-K, 1997-03-28
CATALOG & MAIL-ORDER HOUSES
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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: December 31, 1996

PART 1 - REGISTRANT INFORMATION

                                               AMRION, INC.
                                                84-1050625
                                             6565 Odell Place
                                         Boulder, Colorado 80301

PART II - 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. (x)  (check box if appropriate)

[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,  Form 20-F, 11K 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

Amrion's Form 10-K could not be filed within the prescribed time period due to a
delay in  completion of the  registrant's  audited  financial  statements by the
registrant's independent public accountants.

PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification:
                                         JEFFREY S. WILLIAMS, CFO
                                              (303) 530-2525



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(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 reports(s) been filed?                          YES

(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?                            NO





                                               AMRION, INC.

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

DATE: March 26, 1997                         BY:      /s/ Jeffrey S. Williams
   
                                                     JEFFREY S. WILLIAMS - CFO








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