Form 12b-25

                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                  FORM 12b-25        Commission File No. 


                           NOTIFICATION OF LATE FILING

                                  (Check One):

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

For Period Ended: March 31, 1999

[ ] 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: N/A

+===============================================================================
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:                         BOONTON ELECTRONICS CORPORATION
                                                 -------------------------------

Former name if applicable                               N/A
                                                 -------------------------------

Address of principal executive office             25 EASTMANS ROAD, P.O. BOX 465
(street and number)                              -------------------------------

City, State and Zip Code                         PARSIPPANY, NJ 07054-0465
                                                 -------------------------------


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                       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.

[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 or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifteenth 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 Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof could not be filed within the prescribed period. (Attach Extra Sheets if
Needed)

     As a result of unexpected delays in gathering the data necessary to
finalize the Registrant's Form 10-QSB, largely due to other necessary business
commitments of certain of the Registrant's officers responsible for preparing
the subject report, the Report on Form 10-QSB could not be timely filed without
unreasonable effort or expense. Also, a new Controller was very recently hired.


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PART IV - OTHER INFORMATION


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

Name:    Robert Hannon
Area Code and Telephone number:  (973) 386-9696 Ext. 113

(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.

(4) Net sales for the quarter ended March 31, 1999 is estimated at approximately
$1,906,339 as compared to net sales of approximately $1,562,204 for the quarter
ended March 31, 1998.

BOONTON ELETRONICS CORPORATION has caused his notification to be signed on its
behalf by the undersigned thereunto duly authorized.


Date   May 14, 1999                       By /s/ Robert Hannon
                                             --------------------------------
                                             Name:  Robert Hannon
                                             Title: Controller

                                    ATTENTION

INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL
VIOLATIONS (SEE 18 U.S.C. 1001)



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