IVI PUBLISHING INC
NT 10-K, 1998-03-31
PREPACKAGED SOFTWARE
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                                                           
                                   FORM 12b-25
                           NOTIFICATION OF LATE FILING
                                                                ----------------
                                                                 SEC FILE NUMBER
                                            
                                                                     0-22212
                                                                ----------------
                                                                  CUSIP NUMBER
                                                                   450707 10 4
                                                                           
                                                                ----------------
                                                                              
(Check One):  [ 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:  December 31, 1997
              [ ] 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:
- --------------------------------------------------------------------------------

PART I - REGISTRANT INFORMATION

Full Name of Registrant             IVI Publishing, Inc.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)
                                    7500 Flying Cloud Drive

City, State and Zip Code            Minneapolis, MN  55344-3739

- --------------------------------------------------------------------------------
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
[X]                   report on Form  10-K,  Form 20-F,  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 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  time period.  (Attach Extra
Sheets if Needed)      See Attachment

<PAGE>


PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this 
         notification

                  Thomas R. King                          612   347-7059
                       (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).      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   No  X

         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.


                              IVI Publishing, 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 30, 1998                    By /s/ Charles A. Nickoloff
                                           Charles A. Nickoloff, Vice President

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.
        
<PAGE>


                                   ATTACHMENT
                                       TO
                                   FORM 12b-25
                                       FOR
                              IVI PUBLISHING, INC.


         The  Company  is not in a  position  to file its Form 10-K for the year
ended  December 31, 1997 on a timely  basis,  and even with  unusual  effort and
substantial  expense,  the  Company  would not be in a position to file its Form
10-K on a timely basis and fulfill its  disclosure  obligations  satisfactorily.
The  Company  is  currently  in a  turn-around  mode  with new  management,  new
location,  and a different  business focus,  and has been unable to complete its
audited financial statements in a manner satisfactory to the Company.







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