--------------------
                                 UNITED STATES              |   OMB APPROVAL   |
                      SECURITIES AND EXCHANGE COMMISSION    --------------------
                            Washington, D.C. 20549          |   OMB Number:    |
                                                            |    3235-0058     |
                                 FORM 12b-25/A              | Expires:         |
                                                            |    June 30, 1994 |
                          NOTIFICATION OF LATE FILING       | Estimated        |
                                                            | average burden   |
                                                            | hours per        |
(Check One):  [_] Form 10-K  [_] Form 20-F  [_] Form 11-K   | response....2.50 |
                     [X] Form 10-Q  [_] Form N-SAR          --------------------
                                                            --------------------
     For Period Ended:      September 30, 1996              | SEC FILE NUMBER  |
                      ------------------------------------  |                  |
     [_]  Transition Report on Form 10-K                    --------------------
     [_]  Transition Report on Form 20-F                    --------------------
     [_]  Transition Report on Form 11-K                    |   CUSIP NUMBER   |
     [X]  Transition Report on Form 10-Q                    |    413080 10 2   |
     [_]  Transition Report on Form N-SAR                   --------------------

     For the Transition Period Ended:
                                     -------------------------------------------

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 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:  NO

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PART I--REGISTRANT INFORMATION
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Full Name of Registrant

                             Harlyn Products, Inc.
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Former Name if Applicable


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Address of Principal Executive Office (Street and Number)

                            1515 South Main Street
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City, State and Zip Code

                             Los Angeles, CA 90015
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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)

       (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, Form N-SAR, or portion thereof, will 
[X] |       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 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.  [Amended in Release No. 34-26589 (72,435), 
effective April 12, 1989, 54 F.R. 10306.]
                          
The sale of the Company's Thailand subsidiary is expected to close imminently.
This transaction is retroactive to July 1, 1996 and will be reflected in the 
Company's September 30, 1996 10-Q. For the quarter ended September 30, 1996
the Company estimates that it will report on its United States operations only, 
net sales of $1,609,000 and a net profit of approximately $1,449,000 which will
include a loss from continuing operations of approximately $2,840,000 and a gain
on the sale of its Thailand subsidiary of approximately $4,289,000. The net 
proceeds of the sale will be used principally to pay bank indebtedness. For the 
quarter ended September 30, 1995, the Company reported a consolidated net loss 
of $890,000 on net sales of $5,061,000. Included in the September 30, 1995 net 
loss and net sales, respectively, were $1,339,000 and $2,723,000 relating to the
Company's United States operations.
                                                 (ATTACH EXTRA SHEETS IF NEEDED)

                                                                SEC 1344 (11-91)

 


 
PART IV--OTHER INFORMATION

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

             Harold Weisbrod                  (213)             746-0745
     ------------------------------------  ----------- -------------------------
                  (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 the answer is no, identify report(s).                    [_] Yes  [X] No

                                        
               Form 10-K for the fiscal year ended June 30, 1996
     ---------------------------------------------------------------------------

(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?       [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.

                                 See Part III
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                             Harlyn Products, 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          11/15/96                  By  /s/ Harold Weisbrod
    ----------------------------------    --------------------------------------
                                            Chairman and CEO

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).          |
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                             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 or apply for an adjustment in filing date 
     pursuant to Rule 13(b) of Regulation S-T.