HEALTH RISK MANAGEMENT INC /MN/
NT 10-K, 1997-09-30
INSURANCE AGENTS, BROKERS & SERVICE
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
                          -----------------------------
                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING
                                    
                          -----------------------------
                                                     SEC FILE NUMBER     0-18902
                                                     CUSIP NUMBER    421935 10 7

(Check One):  [X] Form 10-K and Form 10-KSB  [ ] Form 20-F  [ ] Form 11-K
              [ ] Form 10-Q and Form 10-QSB  [ ] Form N-SAR                 
                  For Period Ended:  June 30, 1997
                  [ ] 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:
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  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:


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PART I - REGISTRANT INFORMATION

Full Name of Registrant

         Health Risk Management, Inc.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)
               8000 West 78th Street
City, State and Zip Code
               Minneapolis, Minnesota  55439
- -------------------------------------------------------------------------------
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
[ X ]      report on Form 10-K, Form 20-F, 11-K, 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.

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PART III - NARRATIVE
State below in reasonable  detail the reasons why the Form 10-K and Form 10-KSB,
20-F,  11-K, 10-Q and Form 10-QSB,  N-SAR,  or the transition  report or portion
thereof, could not be filed within the prescribed time period.

The Form 10-K to which this Form 12b-25 relates involves financial  information
of the Registrant and its subsidiaries.  The Registrant  requires more time than
was  originally  anticipated  to receive and resolve  certain  client  financial
information and complete an accurate Form 10-K.




<PAGE>


PART IV - OTHER INFORMATION

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

            Thomas P. Clark                            (612)    829-3755
                  (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 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 [ * ] No

         *Resolution  of certain  client  financial  information  may affect the
         results  of  operations  for the  fiscal  year  ending  June  30,  1997
         depending on the ultimate  quantification of such financial information
         and,  therefore,  the Registrant  cannot at this time reliably estimate
         the significance such resolution may have on the results of operations.

         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.


                          HEALTH RISK MANAGEMENT, 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   September 29, 1997               By /s/ T. P. Clark
                                        Thomas P. Clark, Chief Financial Officer



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