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

                                          Form 12b-25

                                Commission File Number  0-21006

                                  NOTIFICATION OF LATE FILING

(Check One):          [   ]  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: March 31, 1997

[ ]  Transition  Report  on Form  10-K [ ]  Transition  Report  on Form 20-F [ ]
Transition  Report  on  form  10-Q [ ]  Transition  Report  on  Form  N-SAR  [ ]
Transition Report on Form 11-K

For the Transition Period Ended:

        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: Not Applicable

                               Part I.   Registrant Information

Full name of registrant:                    Continental Health Affiliates, Inc.
Former name if applicable:                  Not applicable
Address of principal executive
office (street and number):                 910 Sylvan Avenue,
City, State and Zip Code:                   Englewood Cliffs, NJ 07036

                              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 appropriate box.)

        [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, 20-F, 11-K or Form N-SAR,
               or  portion  thereof  will be filed on or before  the 15th
               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 portion
thereof  could not be filed within the  prescribed  time period.  (Attach  extra
sheets if necessary).

        The preparation of the  Registrant's  Quarterly  Report on Form 10-Q for
the  quarterly  period  ended  March  31,  1997  could not be  completed  by the
prescribed filing date of May 15, 1997 without unreasonable effort or expense as
a result of the following:

        Additional  time was  needed to  accumulate  billing  data at one of the
Company's larger facilities due to a computer crash. An outside  consulting firm
was engaged to generate the data necessary to determine revenue.  The closing of
this facilities books was delayed by approximately two weeks.

        For  the  above-stated  reason,  the  preparation  of  the  Registrant's
Quarterly  Report on Form 10-Q for the  quarterly  period  ended March 30, 1997,
including  the  condensed  consolidated  financial  statements  to  be  included
therein,  could not be completed by the  prescribed  filing date of May 15, 1997
without unreasonable effort or expense.

                                  Part IV.  Other Information

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

   S. Colin Neill                201                   567-4600          265
       (Name)                (Area Code)          (Telephone Number)   (Ext.)

        (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 also  fiscal  year  will be
reflected by the  earnings  statements  to be included in the subject  report or
portion thereof?

                                    [ X  ]  Yes    [    ] No


         A net operating loss before an extraordinary item will be offset by
         an extraordinary gain of $1,192,000 due to the conversion of certain
         liabilities into common stock.  After the extraordinary gain, the 
         company will report positive earnings. 



        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.

                              Continental Health Affiliates, Inc.
                         (Name of registrant as specified in charter)

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

Date:   May 16, 1997                           By /S/ COLIN NEILL
                                                   ------------------
                                                   Vice President and 
                                                   Chief Financial Officer




                                   ATTENTION

  Intentional  misstatements or omissions of fact constitue  Federal Criminal
  Violations (SEE 18 U.S.C. 1001).