UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                             SEC FILE NUMBER: 0-1912

                            CUSIP NUMBER: 918693102

                                  (Check One):

[X] Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-QSB [ ] Form N-SAR

     For Period Ended: June 30, 1999

     Nothing in this Form shall be  construed to imply that the  Commission  has
verified any information contained herein.

PART I -- REGISTRANT INFORMATION

                                Vacu-dry Company
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                            (Full Name of Registrant)


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                           (Former Name if Applicable)


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                         100 Stony Point Road, Suite 200
           (Address of Principal Executive Office (Street and Number))


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                          Santa Rosa, California 95401
                           (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 reasonable 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
       [X]          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 the reasons why the Form  10-KSB,  20-F,
11-K,  10-QSB,  N-SAR, or the transition  report or portion thereof could not be
filed within the prescribed time period.

     The  registrant  is unable to file the  annual  report on Form 10-K for the
fiscal year ended June 30, 1999 within the time period  prescribed  by the Rules
and Regulations of the Securities and Exchange  Commission without  unreasonable
effort or expense.  The Company's sale on July 26, 1999 of a substantial product
line made it  difficult to gather all of the  information  necessary to complete
its audited  financial  statements  for the fiscal year ended June 30, 1999. The
registrant  intends  on filing  the  annual  report on or before  the  fifteenth
calendar day following the prescribed due date.


PART IV -- OTHER INFORMATION

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

      Gary L. Hess, President and CEO          707             535-4000
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               (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 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 can not be made.


                                Vacu-dry Company
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                  (Name of Registrant as specified in charter)

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


Date: September 28, 1999          By: /s/ Gary L. Hess
                                     -----------------
                                     Gary L. Hess,
                                     President and CEO