U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 12b-25
SEC FILE NUMBER:000-21852
CUSIP NUMBER:
NOTIFICATION OF LATE FILING
(CHECK ONE)
_____ FORM 10-K
_____ FORM 10-KSB
_____ FORM 11-K
_____ FORM 20-F
_____ FORM 10-Q
__X__ FORM 10-QSB
_____ FORM N-SAR
For Period Ended: December 31, 1998
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___ Transition Report on Form 10-K ___ Transition Report on Form 10-Q
___ Transition Report on Form 10-KSB ___ Transition Report on Form 10-QSB
___ Transition Report on Form 11-K ___ Transition Report on Form N-SAR
___ Transition Report on Form 20-F
For the Transition Period Ended:
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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:
_______________________________
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Part I - Registrant Information
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Franklin Ophthalmic Instruments Co., Inc.
_______________________________________________________________
Full Name of Registrant
_______________________________________________________________
Former Name if Applicable
1265 Naperville Drive
_______________________________________________________________
Address of Principal Executive Office (street and number)
Romeoville, Il 60446
_______________________________________________________________
City, State and Zip Code
<PAGE>
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Part II - Rules 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 or semi-annual report/portion thereof
will be filed on or before the fifteenth calendar day following the
prescribed due date; or the subject quarterly report/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 the Form 10-KSB, 11-
K, 20-F, 10-Q, or N-SAR or portion thereof, could not be filed
within the prescribed time period.
During the period subsequent to the close of the fiscal year ended
September 30, 1998, the Company underwent a transition in which
the Company's President and Chief Executive Officer resigned, and was
replaced by the Company's Chief Financial Officer. In addition,
during fiscal 1998 the Company underwent a complete systems
conversion of its sales and operating systems. The above mentioned
transitions have delayed the completion of the closure of the
the quarterly statement for the period ended December 31, 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
Name: Brian M. Carroll
Area code and phone number: (630) 759 7666
<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 shorted period that the registrant was required to file
such reports) been filed? If the answer is no, identify report(s).
____ yes
__x_ 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 can not be made.
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 thereunto duly authorized.
DATE February 16, 1999 BY /s/ Brian M. Carroll
Brian M. Carroll, President,
Chief Executive Officer
and Chief Financial Officer