SECURITIES AND EXCHANGE COMMISSION
                   WASHINGTON, D.C.  20549
                         FORM 12b-25
Commission File Number 0-3305

               NOTIFICATION OF LATE FILING
                            
(Check One): [ ]Form 10-K and Form l0-KSB  [ ]Form 11-K
[ ]Form 20-F
             [X]Form 10-Q and Form 10-QSB  [ ]Form N-SAR
For Period Ended:  March 29, 1997

[ ] Transition Report on Form 10-K and l0-KSB
[ ] Transition Report on Form 10-Q and l0-QSB
[ ] Transition Report on Form ll-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form N-SAR

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
notification relates:___________

____________________________________________________


Part I.  Registrant Information
Full Name of Registrant:  NCC INDUSTRIES, INC.

Former name if applicable:   N/A

Address of principal executive office (Street and
number): 165 Main Street
City, State and Zip Code:  Cortland  New York  13045







             Part II.  Rule 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 report
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 Forms 10-K, l0-KSB, 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 l0-Q, 10-QSB, 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 l0-K, 10-KSB, ll-K, 10-Q, 10-QSB, N-SAR or the
transition report portion thereof could not be filed
within the prescribed time period.  (Attach extra sheets
if needed.)

NCC Industries, Inc. (the "Company") was not able to
file Form 10-Q with respect to the quarter ended March
29, 1997 on a timely basis because during the course of
preparing the filing on the EDGAR system prior to 5:30
P.M. on May 13, 1997, the Company was unable to edit and
modify the Form 10-Q into its final form due to computer
software problems with the EDGARized document which
prevented proper editing.  Consequently, prior changes
to the document were not saved in the document,
requiring the Company to input certain changes again.
The Company's Form l0-Q for the quarter ended March 29,
1997 was filed at 9:01 A.M. on May 14, 1997, once the
Company was able to overcome these technical problems.



                   Part IV.  Other Information

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

        Steven N. Masket   (212)            856-8913
             (Name)       (Area Code)  (Tel. 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 the answer is no, identify
report(s).

                         [X] Yes [ ] No







3) It is 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.

   The Company expects to report a net loss for the
quarter ended March 29, 1997 of approximately
($1,318,711) as compared to a net loss  of approximately
($530,434) for the quarter ended March 30, 1996.  This
increase in the Company's net loss was due primarily to
reduced shipments of the Company's products.










                    NCC INDUSTRIES, 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 14, 1997     By: /s/Steven N. Masket
                            Steven N. Masket
Executive Vice President