U.S. 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
[ ] 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:
N/A
Part I - Registrant Information
Full Name of Registrant: Tops Appliance City, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number)
45 Brunswick Avenue, Edison, New Jersey 08818
(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 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 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 12(b)-25(c) has been attached if applicable.
PART III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
Additional information needed to finalize FASB 121 footnote for
independent auditor's report.
Part IV - Other Information
(1) Name and telephone number of person to contact in
regard to this notification:
W. Raymond Felton, Esq.,
c/o Greenbaum Rowe Smith Ravin Davis & Himmel (908) 549-5600
_________________________________________________________________
(Name) (Area Code) (Telephone No.)
(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.
Tops Appliance City, 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 31, 1997 By:/s/Thomas Zambelli
_________________________________
Thomas Zambelli,
Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer 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.
