EASTWIND GROUP INC
NT 10-K, 1998-04-03
PLASTICS PRODUCTS, NEC
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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:       January 3, 1998                
                      ------------------------------------  
     [_]  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. 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

The Eastwind Group, Inc.
- --------------------------------------------------------------------------------
Former Name if Applicable


- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

                  100 Four Falls Corporate Center, Suite 305
                              (Street and Number)
                       Conshohocken, Pennsylvania 19428
                              (City 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 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;
    |  (b)  The subject annual report, semi-annual report, transition report
    |       on Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will 
[X] |       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 the Form 10-K, 11-K, 10-Q, 
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.  (ATTACH EXTRA SHEETS IF NEEDED)
                          
    The Registrant has encountered unforseen delays in composing all of its 
required consolidated financial disclosures. This results primarily from the 
Company's involvement in ongoing negotiations relating to the refinancing of its
debt, from the recent disposition of a business unit by the Registrant and from
delays in determining the proper accounting treatment of significant non-
recurring items.
 

<PAGE>
 

PART IV--OTHER INFORMATION

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


             William B. Miller, 
       Senior Vice-President and CFO          (610)             828-6860  
     ------------------------------------  ----------- -------------------------
                  (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 reports) 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?       [X] Yes  [_] 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.

     The Registrant anticipates that it will report a net loss for the year 
ended January 3, 1998, as compared to net income available to Common 
stockholders of $216,363 for the prior fiscal year. The amount of net loss has 
not yet been determined for the reasons set forth in Part III above.


                            The Eastwind Group, Inc.
          ----------------------------------------------------------
                 (Name of Registrant as Specified in Charter)

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


Date  April 2, 1998                     By  /s/ WILLIAM B. MILLER
    ----------------------------------    --------------------------------------
                                            William B. Miller,
                                            Senior Vice President and CFO

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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