FRANKLIN OPHTHALMIC INSTRUMENTS CO INC
NT 10-Q, 1996-08-15
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES
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                                  UNITED STATES            OMB APPROVAL
                        SECURITIES AND EXCHANGE COMMISSION
                                Washington, D.C. 20549
                                                -------------------------------
                                                OMB Number:           3235-0058
                                                Expires:          June 30, 1994
                                                Estimated average burden
                                                hours per response.........2.50
                                                -------------------------------
                                   FORM 12b-25
                                                               SEC FILE NUMBER
                         NOTIFICATION OF LATE FILING              333-08145
                                                               ---------------

(Check One): Form 10-K[ ] Form 20-F[ ] Form 11-K[ ] Form 10-Q[X] Form N-SAR[ ] 
                                                                CUSIP NUMBER 
                                                                 354267-10-6  
                                                                ------------ 
For Period Ended: June 30, 1996 

[ ] Transition  Report on Form 10-K
[ ] Transition  Report on Form 20-F
[ ] Transition  Report on Form 11-K 
[X] Transition  Report on Form 10-Q
[ ] Transition  Report on Form N-SAR
For the Transition Period Ended: June 30, 1996
                                 -------------
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Read Instruction  (on back page)  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

Franklin Ophthalmic Instruments Co., Inc.
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Full Name of Registrant

N/A
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Former Name if Applicable

1265 Naperville Road
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Address of Principal Executive Office (Street and Number)

Romeoville, IL  60446
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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,  Form 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.

PART III -- NARRATIVE

State below in  reasonable  detail the reasons  why the Form 10-K,  11-K,  10-Q,
N-SAR, or the transition  report or portion  thereof,  could not be filed within
the prescribed time period. (Attach Extra Sheets if Needed)

Franklin  Ophthalmic  Instruments Co., Inc. is currently  restructuring bank and
trade debt, and the  negotiations of such has lead to the delay in preparing the
10-QSB for the period ended June 30, 1996.

                                                 (Attach Extra Sheets if Needed)
                                                                SEC 1344 (11-91)
<PAGE>
PART IV -- OTHER INFORMATION

(1)     Name  and  telephone  number  of  person  to  contact  in regard to this
        notification.
        Brian M. Carroll                 800                  831-1194 ext.150
        ----------------                 ---                  ----------------
       (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  [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.

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                  Franklin Ophthalmic Instruments Co., Inc.
                  -----------------------------------------
                  (Name of Registrant as Specified in Charter)

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


Date: August 14, 1996                             By /s/ Brian Carroll
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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.


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

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25)  of  the  General 
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four  conformed  copies of this form and amendment
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.




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