UNITED STATES                                         OMB APPROVAL
                            SECURITIES AND EXCHANGE COMMISSION
                                  WASHINGTON, D.C. 20549                                    OMB Number:     3235-0058
                                                                                            Expires:        June 30, 1991
                                       FORM 12b-25                                          Average estimated burden
                                                                                            hours per response ... 2.50

                               NOTIFICATION OF LATE FILING                                        SEC FILE NUMBER
                                                                                                      1-8147

(Check One) X Form 10-K  Form 20-F  Form 11-K  Form 10-Q  Form N-SAR                               CUSIP NUMBER
                                                                                                    584906101


 
                For Period Ended: ____________September 30, 1994____________
                [  ] 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
 
_______________________________MEDIQ Incorporated_______________________________
Full Name of Registrant
 
_______________________________________N/A______________________________________
Former Name if Applicable
 
_________________________________One MEDIQ Plaza________________________________
Address of Principal Executive Office (Street and Number)
 
__________________________Pennsauken, New Jersey 08110__________________________
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, 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 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. (ATTACH EXTRA SHEETS IF NEEDED)
 
                          SEE RIDER ATTACHED HERETO
 
                                                 (ATTACH EXTRA SHEETS IF NEEDED)
 
SEC 1344 (8-89)

PART IV--OTHER INFORMATION
 
(1) Name and telephone number of person to contact in regard to this 
    notification
 
                                                                         
         Steven J. Feder, Corporate Counsel                    (609)                      665-9300
                       (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 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?      (SEE RIDER ATTACHED HERETO)                     X 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.


 
- --------------------------------------------------------------------------------
 
       ________________________MEDIQ Incorporated________________________
 
                  (Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.

Date _____December 29, 1994____           By /s/ Michael F. Sandler
                                             ----------------------
                                             Michael F. Sandler, 
                                             SVP--Finance and CFO

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.

                              RIDER TO FORM 12B-25
                                       OF
                               MEDIQ INCORPORATED
 
     MEDIQ Incorporated (the 'Registrant') is unable to file its Annual Report
on Form 10-K for the fiscal year ended September 30, 1994 within the prescribed
time period without unreasonable effort or expense due to unforeseen delays in
the collection and review of information and documents.
 
     The Registrant anticipates that the financial statements to be filed as a
part of the Annual Report on Form 10-K will reflect the following financial
results, which were contained in a news release on December 29, 1994:

     Revenues for the fourth quarter of fiscal 1994 were $39.6 million as
compared to $40.2 million in the fourth quarter of fiscal 1993. The net loss
from continuing operations for the fourth quarter of fiscal 1994 was $3.4
million, or $.14 per share, compared to net income of $155,000, or $.01 per
share, in the fourth quarter of fiscal 1993.
 
     For the fiscal year ended September 30, 1994, net revenues were $168.1
million, as compared to $169.7 million in 1993, after excluding revenues of $5.1
million relating to subsidiaries sold in 1993. The net loss from continuing
operations was $7.3 million, or $.30 per share, compared to net income of $3.6
million, or $.15 per share, in 1993.