PRODUCTIVITY TECHNOLOGIES CORP /
NT 10-Q, 1999-05-17
METALWORKG MACHINERY & EQUIPMENT
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                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25





                           NOTIFCATION OF LATE FILING


                                                     SEC FILE NUMBER 
                                                        0-24242      
                                                  
                                                      CUSIP NUMBER
                                                        744088106




(Check One):
[ ] 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: March 31, 1999 
       [ ] 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:________________________________________________

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
         Former Name if Applicable

Productivity Technologies Corp. 
________________________________________________________________________________


         Address of Principal Executive Office (Street and Number)

509 Madison Avenue, New York, New York 10022
________________________________________________________________________________
               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)

[x]      (a)      The reasons described in reasonable detail in Part III of this
                  form could not be eliminated without  unreasonable  effort  or
                  expense;



<PAGE>




         (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.


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 with the prescribed  period.  (Attach Extra Sheets if
Needed)

         The  Company's  report could not be timely filed due to (i) a change in
legal  counsel  engaged to review the report on the Company's  behalf;  and (ii)
delays in communicating necessary information to counsel due to a malfunction of
e-mail systems.

Part IV - Other Information

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

       Jesse Levine                (734)                      657-1010 
- --------------------------------------------------------------------------------
         (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) It is 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

         It  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.


                         Productivity Technologies Corp.
                ------------------------------------------------
                  (Name of Registrant as specified in charter)

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


Date: May 17, 1999         By: /s/ Jesse Levine                                 
      -------------            --------------------------------------- 
                                 Jesse Levine, Chief Financial Officer

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorizing  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:  Intentional  misstatement or omissions of facts  constitute  Federal
Criminal Violations (See 18 U.S.C. 1001).



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