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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549,,OMB Number:                               
   3235-0058
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May 31, 1997
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FORM 12b-25,,
,,SEC FILE NUMBER
0-107-37
,,
NOTIFICATION OF LATE FILING,,
,,,,CUSIP NUMBER
86368910 5
(Check One):   Form 10-K    Form 20-F    Form 11-K    Form 10-Q   
Form N-SAR,,


          For Period Ended: August 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

Golden Pharmaceuticals, Inc.                                      
            
Full Name of Registrant
                                                                 
Former Name if Applicable
1313 Washington Avenue                                           
Address of Principal Executive Office (Street and Number)
Golden, Colorado  80401                                          
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;


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 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 Forms 10-K,
20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.

     Please See Attached.          (Attach Extra Sheets if
Needed)

PART IV  OTHER INFORMATION

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

,Glen H. Weaver
(Name), (303)
(Area Code), 279-9375
(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 answer is no, identify
report(s).
,


  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       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.





                   Golden Pharmaceuticals, 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   November 29, 1995 By   /s/ Glen H. Weaver      
                         Glen H. Weaver, Vice President, Finance

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
      (232.201 or 232.202 of this chapter) or apply for an
adjustment
      in filing date pursuant to Rule 13(b) of Regulation S-T
(232.13(b)
      of this chapter).

PART III - NARRATIVE

          On August 7, 1995, the Registrant acquired all of the
     outstanding capital stock of Quality Care Pharmaceuticals,
     Inc., a California corporation ("QCP") (the "Acquisition")
for an
     aggregate purchase price of $3,718,750.  For accounting
purposes,
     the Registrant accounted for the Acquisition as a purchase. 
As a
     result of this accounting treatment, the Registrant has to
make
     extensive adjustments to the financial statements for the
year ended
     August 31, 1995. Therefore the Registrant is unable to
timely complete
     the information required for the presentation of its Annual
Report
     on Form 10-KSB for the fiscal year ended August 31, 1995.  
PART IV - OTHER INFORMATION

3.        The Acquisition will have a significant impact on the
balance
     sheet of the Registrant, however, results of operations will
only be
     impacted by QCP operations for the period August 1, 1995 to
     August 31, 1995.  In addition, net income decreased $350,538
or 26.4%
     for the fiscal year ended August 31, 1995 as compared to the
fiscal
     year ended August 31, 1994 primarily as a result of a lesser
amount
     being recorded as a tax benefit relating to the Registrant's
net
     operating loss carryforward in the current period.

          Anticipated condensed financial information for the
Registrant
     is as follows:
                                       08-31-95          08-31-94

     Balance Sheets

          Current Assets             $ 2,656,600       $  
952,584
          Property, Plant and Equipment             1,076,946     
            497,148
          Other Assets                 4,173,735           
65,757
                                     $ 8,079,905       $
1,515,489

          Current Liabilities        $ 2,040,931       $  
428,703
          Other Liabilities            4,493,681          
562,568
          Equity                   1,545,293             524,218
                                 $ 8,079,905         $ 1,515,489

     Income Statements

          Revenues               $ 4,412,377         $ 3,451,020
          Costs and expenses (net of
            income tax benefit)                3,533,480          
          2,198,468
          Net Income                 $   978,574*      $
1,329,112**

     Net Income per common share             $       0.01         
        $       0.01

     _____________
      * After extraordinary item of $99,677.
     ** After extraordinary item of $76,560.
                        November 30, 1995



United States Securities
 and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549
Attn: Filing Desk

     Re:  Golden Pharmaceuticals, Inc.

Ladies and Gentlemen:

     Pursuant to Rule 12b-25 of the Securities Exchange Act of
1934,
submitted herewith for filing is Golden Pharmaceuticals, Inc.'s
Form
12b-25 Notification of Late Filing of Form 10-KSB for the fiscal
year
ended August 31, 1995.

     This filing is being effected by direct transmission to the
Securities and Exchange Commission's Operational EDGAR System.

     Please contact the undersigned at (303) 297-2400 if there
are
any questions.

                            Sincerely,

                            /s/ Deborah A. Hogan

                            Deborah A. Hogan