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: September 30, 1998

[ ]  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

ORION ACQUISITION CORP. II
Full Name of Registrant


Former Name if Applicable

1430 Broadway, 13th Floor
Address of Principal Executive Office (Street and Number)

New York, New York 10018
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.

[ ] (b) The subject annual report, semi-annual report, transition report on Form
10-K, Form 20-F, Form 11-K, 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 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.

The  Company's  accountants  have  been  unable,  without  causing  the  Company
substantial   financial   hardship,   to  compile  and  complete  the  financial
information  required to complete  and file the subject  quarterly  report.  The
Company is therefore  unable to file the current Form 10-Q in a timely  fashion,
but anticipates filing within five business days.

PART IV - Other Information

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

William L. Remley       (212)                         391-1392
  (Name)             (Area Code)                   (Telephone Number)

(2) Have all other periodic  reports 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 the  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.

                           ORION ACQUISITION CORP. II
                  (Name of Registrant as Specified in Charter)

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


Date: November 16, 1998                         By:     /s/William L. Remley
                                                        --------------------
                                                        William L. Remley
                                                        President