U.S. SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549
 
 
                                  FORM 12b-25
 
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                     NOTIFICATION OF LATE FILING             SEC FILE NUMBER
                                                                  0-9503
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                              (Check One):                     CUSIP NUMBER
                                                                253867 30 3
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[ ] Form 10-K and Form 10-KSB   [ ] Form 20-F   [ ] Form 11-K  
[X] Form 10-Q and Form 10-QSB   [ ] Form N-SAR

     For Period Ended: June 30, 1996
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     [ ] Transition Report on Form 10-K
     [ ] Transition Report on Form 20-K
     [ ] Transition Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR
     For the Transition Period Ended:_____________________


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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:  Not applicable.

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PART I --- REGISTRANT INFORMATION

Digital Products Corporation
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Full Name of Registrant


________________________________________________________________________________
Former Name if Applicable


1498 N.W. 3rd Street
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Address of Principal Executive Office (Street and Number)

Deerfield Beach, Florida 33442
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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 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 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 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.

For the quarter ended June 30, 1996, the Company was required to file its Form
10-Q with respect to such fiscal quarter on or before August 14, 1996.  The
Company was unable to complete its Form 10-Q for such fiscal quarter because of
delays in completing the preparation of its unaudited financial statements as of
and for the quarter ending on June 30, 1996, which comprise Part I of its Form
10-Q.  Such delays are primarily due to additional time required to complete the
Company's audit for the year ended March 31, 1996 and unaudited financial
statements for the quarter ended June 30, 1996.  These delays could not be
eliminated without unreasonable effort and expense.

Since the Company could not complete its financial statements for Part I, it
also could not complete the narrative portions comprising Part II of its Form
10-Q.


PART IV---OTHER INFORMATION

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

          Jeffrey A. Stoops, Esq.                   (561) 650-0539
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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  [_] Yes    [X] No
     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).
 
     Form 10-K for the year ended March 31, 1996

(3)  Is it anticipated that any significant change in results
     of operations from the corresponding period for the last [X] Yes    [_] No
     fiscal year will be reflected by the earnings statements 
     to be included in the subject report or portion thereof?
 
     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.


     The Company had net income of $153,100 for the three months ended June 30,
     1995, and expects to report a significant net loss for the corresponding
     three months ended June 30, 1996 of approximately $160,000. This net loss
     was primarily attributable to a reduction in sales.

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


                                        DIGITAL PRODUCTS CORPORATION
                        
                        
Date:November 14, 1996                  By: /s/Robert I. Chalnick
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                                           Robert I. Chalnick,
                                           Vice President