SOFTNET SYSTEMS INC
NT 10-Q, 1995-10-23
INSURANCE AGENTS, BROKERS & SERVICE
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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 11-K  /X/ Form 10-Q

               / / Form N-SAR

               For Period Ended: March 31, 1995
               [  ] 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:

___________________________________________________________________________

PART I - REGISTRANT INFORMATION

___________________________________________________________________________
Full Name of Registrant

SoftNet Systems, Inc.
___________________________________________________________________________
Former Name if Applicable

One Overlook Point
___________________________________________________________________________
Address of Principal Executive Office (Street and Number)

Lincolnshire IL 60069
___________________________________________________________________________
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 calendar day following the prescribed
\b\       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 Forms 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 the unavailability of certain information needed, the Company without
unreasonable expense is unable to timely file its Form 10 QSB

PART IV - OTHER INFORMATION

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

     Alfred Ziegler                         718        386-7631          
         (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?

                                                            \ \ 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.


     ______________________________________________________________________


                             SoftNet Systems, 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 11, 1995                     By /s/ Alfred J. Ziegler
                                           Alfred J. Ziegler

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).
                              GENERAL INSTRUCTIONS

1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed original and four conformed copies of this form and amendments
     thereto must be completed and filed with the Securities and Exchange
     Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
     General Rules and Regulations under the Act.  The information contained in
     or filed with the form will be made a matter of public record in the
     Commission files.

3.   A manually signed copy of the form and amendments thereto shall be filed
     with each national securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the notifications must also be filed on form 12b-25 but need
     not restate information that has been correctly furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers
     unable to timely file a report solely due to electronic difficulties. 
     Filers unable to submit a report within the time period prescribed due
     to difficulties in electronic filing should comply with either Rule
     201 or Rule 202 of Regulation S-T (Section 232.201 or Section 232.202
     of this chapter) or apply for an adjustment in filing date pursuant to
     Rule 13(b) of Regulation S-T (Section 232.13(b) of this chapter.)



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