ITALIAN OVEN INC
NT 10-Q, 1996-05-16
EATING PLACES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

(Check  One):  [ ]Form 10-K [ ]Form 20-F [ ]Form 1l-K [X]Form 10-Q [ ]Form N-SAR
For  Period  Ended:  March 31, 1996

[ ]  Transition  Report  on Form  10-K                 SEC FILE  NUMBER
[ ]  Transition  Report on Form 20-F                        0-27182 
[ ]  Transition  Report on Form 11-K 
[ ]  Transition  Report on Form 10-Q                     CUSIP NUMBER 
[ ]  Transition Report on Form N-SAR                       46530610
For the Transition Period Ended:


  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.

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

                             THE ITALIAN OVEN, Inc.
                             ----------------------
                             Full Name of Registrant


                            Former Name if Applicable

                               Eleven Lloyd Avenue
                               -------------------
           Address of Principal Executive Office (Street and Number)

                                Latrobe, PA 15650
                             ----------------------
                            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,
                                 11-K, Form N-SAR, or portion  thereof,  will be
                                 filed on or before the fifteenth
           [X]                   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.

<PAGE>

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)

Due to problems  with  temporary  EDGAR access codes and an inability to contact
appropriate  SEC staff to resolve these  difficulties,  the Company is unable to
timely file its Form 10-Q for the quarter ended March 31, 1996.



PART IV--OTHER INFORMATION

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

                Gary L. Stieb               412            537-5380
            ---------------------           ---            --------
                   (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?
                                 [ 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.

                             See attached statement.




                             THE ITALIAN OVEN, 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:  May 16, 1996            By:       Gary L.Stieb
       ------------                  ---------------------
                                         Gary L.Stieb
                                    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.

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


<PAGE>


The Company  expects to report an increased loss from operations for the quarter
ended March 31, 1996 as compared to the quarter ended March 31, 1995 principally
due to increased operating costs.



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