MARTIN COLOR-FI INC
NT 10-Q, 1998-08-12
PLASTIC MATERIAL, SYNTH RESIN/RUBBER, CELLULOS (NO GLASS)
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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                   NOTIFICATION OF LATE FILING SEC FILE NUMBER
                                     0-21340

(Check One)                                              CUSIP NUMBER  57318310

 [ ] Form 10-K and Form 10-KSB       [ ] Form 20-F       [ ] Form 11-K
        [X] Form  10-Q and Form 10-QSB     [ ] Form N-SAR

         For Period Ended:  June 30, 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:_______________________________________

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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.

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     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
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         Full Name of Registrant:                    Martin Color-Fi, Inc.

         306 Main Street
         Address of Principal Executive Office (Street and Number)

         Edgefield, South Carolina 29202
         City, State and Zip Code
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Part II -- Rule 12b-25(b) and (c)
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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;

[ ] (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

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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.

As a result of  matters  discussed  in the Form 8-K filed by the  Company on the
date hereof, management of the Company needs additional time to reassess certain
of the disclosures  that may be required for its Form 10-Q for the quarter ended
June 28, 1998.


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Part IV -- Other Information
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     (1) Name and  telephone  number  of  person  to  contact  in regard to this
notification

         Bret J. Harris                              (803) 637-7000
         (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.

     Business conditions in the second quarter of 1998 were extremely difficult.
The Fibers Dvision  experienced a 19% decrease in volume shipped compared to the
second  quarter of 1997,  caused  principally by severe price  competition  from
foreign  competitors.  In addition,  raw materials  costs increased 10% over the
previous quarter and the second quarter of 1997.

     The carpet  division  experienced  a decrease in sales revenue of 8% during
the second  quarter of 1998  compared to 1997.  This was caused by a significant
reduction in sales to the manufactured housing market,  offset to some extent by
growth in sales to other  markets.  The Company had planned for reduced sales to
the  manufactured  housing  market,  but competitive  pressures  caused sales to
decline much more rapidly than planned.

     As a result of the decrease in shipments,  increase in costs and decline in
sales,  net income for the second  quarter of 1998 will be lower than net income
for the corresponding period of 1997.

                                       
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                              Martin Color-Fi, Inc.
                  (Name of Registrant as specified in charter)

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

                                    MARTIN COLOR-FI, INC.


                                       s/Bret J. Harris
Date: August 12, 1998               By:-----------------------------------------
                                       Bret J. Harris
                                       Chief Financial Officer

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.

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                                    ATTENTION

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

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