UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
Washington, D.C. 20549 Expires: May 31, 1997
Estimated Average Burden:
FORM 12b-25 hours per response......2.50
NOTIFICATION OF LATE FILING
SEC FILE NUMBER
_______________
CUSIP NUMBER
_______________
(Check One) [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10QSB
[ ] Form N-SAR
For Period Ended: June 30, 1996
[ ] 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:_____________________________
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
ND Holdings, Inc.
__________________________________________________________________________
Former Name if Applicable
N/A
__________________________________________________________________________
Address of Principal Executive Office (Street and Number)
1 N. Main Street, Minot, ND 58701
__________________________________________________________________________
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;
[X] (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 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 Forms 10-K, 20-F,
11-K, 10-Q, N-SAR or the transition report or portion thereof, could
not be filed within the prescribed time period.
The Registrant is awaiting SEC Staff review and approval of
June 30, 1996 interim financial statements submitted with a
pending Form S-1 registration.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Gordon Dihle 701 464-5766
----------------------- ----------- -----------------
(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 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.
__________________________________________________________________________
ND Holdings, 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/s Robert Walstad
---------------------------- ------------------------
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).
