CRYOMEDICAL SCIENCES INC
NT 10-K, 1998-03-26
ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS
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            SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, DC  20549

                        FORM 12b-25
                            Commission File Number 0-18170

                NOTIFICATION OF LATE FILING

   (Check One): [ ] Form 10-K [X] Form 10-KSB [ ] Form 11-
K [ ] Form 10-Q [ ] Form N-SAR

For Period Ended:                                   December 28,
1997                                                      
[ ] 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 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
                                      Cryomedical Sciences, Inc.
Full name of registrant
                                                          
Former name if applicable
                                        1300 Piccard Drive
Address of principal executive office (Street and number)
                                        Rockville, Maryland  20850
City, State and Zip Code

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.  (Check
appropriate box.)

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

       (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or Form -
[X]    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 account'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 Forms 10-
K, 20-F, 11-K, 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 Company's Controller resigned during 1997
       and an outside consultant has been hired to take over the
       Company's accounting functions.  In addition, the
       Company changed auditors (which was previously
       reported on Form 8-K).  Because of these changes, the
       report cannot be completed within the prescribed 90-day
       period for filing the annual report on Form 10-K.  The
       Company expects to file a complete report within the
       extended fifteen day time period.
PART IV - OTHER INFORMATION

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

              Richard  J. Reinhart                       
(301)       417-7070                                      
              (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.

                                                         
                                                          

                               Cryomedical Sciences, 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  March 25, 1998           By /s/ Richard Reinhart    
                                    Dr. Richard Reinhart,
Ph.D., President and Chief Executive Officer

       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).


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