UDC HOMES INC
NT 10-K, 1996-12-27
OPERATIVE BUILDERS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 12b-25

NOTIFICATION OF LATE FILING                          SEC FILE NUMBER:  1-11416
                                                     CUSIP NUMBER: N/A

[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: September 30, 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

- --------------------------------------------------------------------------------

  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: UDC Homes, Inc.
                         -------------------------
  Former Name if Applicable: N/A

  Address of Principal Executive Officer (Street and Number):  4812 South Mill
                                                            --------------------
                                                               Avenue
                                                            --------------------
  City, State and Zip Code: Tempe, Arizona  85282
                          ------------------------------
- --------------------------------------------------------------------------------

                       Part II -- Rules 12b-25(b) and (c)
- --------------------------------------------------------------------------------
                                        1
<PAGE>
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.

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                              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.

         The Registrant has a  substantially  new management  team, many of whom
have only worked for the Company since the summer of 1996.  Since that time, new
management has been heavily focused on the Registrant's operations. Accordingly,
the Annual Report on Form 10-K, including analysis of the Registrant's financial
statements for its Management's  Discussion and Analysis of Financial  Condition
and Results of Operations, could not be completed on a timely basis.

         The Registrant  hereby  represents that (i) the reasons set forth above
causing  the  inability  to  file  timely  could  not  be   eliminated   without
unreasonable  effort or expense and (ii) the Annual  Report on Form 10-K will be
filed no later that the 15th calendar day following the prescribed due date.

- ------------------------------------------------------------------------------

                          Part IV -- Other Information
- ------------------------------------------------------------------------------

         (1) Name  and  telephone  number of person to contact in regard to this
             notification
                Kenda Gonzales              (602)                  730-3488
             -------------------------------------------------------------------
                    (Name)               (Area Code)          (Telephone Number)

                                        2
<PAGE>
         (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.

                                 UDC HOMES, 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:    December 27, 1996                  By: /s/ Kenda B. Gonzales
                                              -------------------------------
                                                   Kenda B. Gonzales
                                                   Chief Financial Officer

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