PAPERCLIP IMAGING SOFTWARE INC/DE
NT 10-Q, 1997-08-15
PREPACKAGED SOFTWARE
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 12b-25

OMB APPROVAL
OMB Number:     3235-0058
Expires:        May 31, 1997
Estimated average burden
hours per response      2.50



NOTIFICATION OF LATE FILING

SEC FILE NUMBER  0-26598
(Check One): [ ] Form 10-K
             [ ] Form 20-F
             [ ] Form 11-K
             [x] Form 10-Q
             [ ] Form N-SAR

CUSIP NUMBER

For Period Ended: June 30, 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 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:



<PAGE>

PART I -- REGISTRANT INFORMATION

PaperClip Software, Inc.
Full Name of Registrant

PaperClip Imaging Software, Inc.
Former Name if Applicable

Three University Plaza
Address of Principal Executive Office (Street and Number)

Hackensack, New Jersey  07601
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.  (See attached Schedule)
(Attach Extra Sheets if needed)
SEC 1344 (6/94)















<PAGE>


PART IV -- OTHER INFORMATION

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

    William Weiss                    (201)               487-3503
        (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.





PaperClip Software, 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 15, 1997

By:     /s/ William Weiss
        Name : William Weiss
        Title: Chief Executive Officer















<PAGE>


                    Schedule to Form 12b-25

          On  April  15,  1997,  PaperClip  Software,  Inc.  (the
"Company")   entered  into  a  definitive   agreement   to   sell
substantially   all   of   its   assets   to   Access   Solutions
International, Inc., and for Access Solutions International, Inc.
to  assume  substantially all of the liabilities of the  Company.
As  a result of the time-consuming process required to close that
transaction  and  in  order to ensure proper  disclosure  in  the
Company's  Report on Form 10-QSB for the quarter ended  June  30,
1997   (the   "Form  10-QSB")  regarding  the  status   of   such
transaction, the Company will be delayed in filing the  Form  10-
QSB.    The  Form  10-QSB  could  not  be  timely  filed  without
unreasonable  effort or expense.  The Form 10-QSB will  be  filed
within the time period required by Rule 12b-25.  There can be  no
assurance that the transaction described herein will be closed.













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