SF SERVICES INC
NT 10-K, 1998-01-30
MISCELLANEOUS NONDURABLE GOODS
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                 U.S. SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                               FORM 12b-25

                      NOTIFICATION OF LATE FILING
                                                                      
             
                                                            
                                                            SEC FILE NUMBER
                                                                33-38051
                                                            
                                                              CUSIP NUMBER
                                                                   N/A


                                (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:   October 31, 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:                                 
               
     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:                                                          
                                                                      
<PAGE>                                                      
- ------------------------------------------------------------------------
     Part I - Registrant Information
- ------------------------------------------------------------------------

          Full Name of Registrant       SF Services, Inc.
          Former Name if Applicable                                    
              
          Address of Principal Executive Office (Street and Number)
                    120 Main Street
               City, State and Zip Code
                    North Little Rock, Arkansas  72114

- -------------------------------------------------------------------------
     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)

     [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, 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 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  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 period.

      Registrant currently is in negotiations with its primary lender, 
      CoBank, seeking CoBank's waiver of cetain loan covenants.  Registrant
      is unable to provide audited financials for its Annual Report on Form
      10-K for the fiscal year ended October 31, 1997 until these matters
      are resolved.  Registrant does represent, however, that its Annual
      Report on Form 10-K for the fiscal year ended October 31, 1997 will
      be filed on or before the fifteenth calendar day following the
      prescribed due date of January 29, 1998 for such Form 10-K.
<PAGE>
- -----------------------------------------------------------------------
     Part IV - Other Information
- -----------------------------------------------------------------------
              
          (1)  Name  and  telephone number  of  person  to  contact  in
     regard to this notification

           John A. Gaston                501                945-2371       
     -------------------------------------------------------------------
               (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?
                                                      [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 Company expects to report a decrease in income from operations
     of approximately $5.2 million as compared to the prior year period.
     This decrease is primarily due to the estimated closing cost of ten
     company-owned retail stores ($1.4 million), bad debt write-off ($3.9
     million), and restructuring charges which include the write-off of
     certain assets ($877,000), and severance pay ($345,000).


                             SF Services, 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:  January 27, 1998                 By  /s/ John A. Gaston
                                               ------------------------
                                               John A. Gaston
                                               Senior Vice President

     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.
<PAGE>

                                 ATTENTION

          Intentional  misstatements  or  omissions of  fact constitute
     Federal Criminal Violations (See 18 U.S.C. 1001).



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