U.S. SECURITIES AND EXCHANGE COMMISSION 
                                WASHINGTON, D.C. 20549
                                    FORM 12B-25/A
                             Notification of Late Filing
                                   Amendment No. 1
         
                            Commission File Number 0-11104
         
            [  ] 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, 1996
         
         
                                        PART I
         
                                 NOBLE ROMAN'S, INC.
                           (Name of issuer in its charter)
         
                        Indiana                         35-1281154
             (State or other jurisdiction              (IRS Employer
          of incorporation or organization)          Identification No.)
         
                            One Virginia Avenue, Suite 800
                             Indianapolis, Indiana 46204
                       (Address of principal executive offices)
         
         Issuer's telephone number:  (317) 634-3377
         Securities registered under Section 12(b) of the Act:  None 
         Securities registered under Section 12(g) of the Act:  Common Stock
         
         
                                       PART II
         
         Form 10-Q cannot be filed without unreasonable effort or expense and 
         the registrant seeks relief pursuant to Rule 12b-25 as follows:
         
         [ X ]   (a)    For reasons described in Part III, Form 10-Q for the 
         fiscal quarter ended March 31, 1996 cannot be timely filed without 
         unreasonable effort or expense, therefore, we are requesting a five 
         (5) day extension of time to file such form.
         
         [ X ]   (b)    Form 10-Q will be filed on or before the 5th day 
         following its current due date of May 15, 1996.
         
         [    ]  (c)    The accounting statement or other exhibit required by 
         Rule 12b-25(c) has been attached if applicable.
         
         
                                       PART III
         
         The Company has been involved in significant negotiations of an 
         agreement and plan of merger whereby a corporation significantly 
         larger than the existing company will be merged with and into a 
         wholly-owned subsidiary of the Company.  Because of the significant 
               









         time involved in negotiating this agreement and plan of merger and 
         preparing for related financial transactions, the Company did not 
         have time for the completion of Form 10-Q for the fiscal quarter 
         ended March 31, 1996.  Form 10-Q will be finished promptly and will 
         be filed on or before the 5th day after its due date.
         
         
                                       PART IV
         
              (1)  Name and telephone number of person to contact in 
         regard to this modification:  Paul W. Mobley, President,
                                       --------------------------
         (317) 634-3377.
         --------------
         
              (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 last fiscal 
         quarter will be reflected by the earnings statements to be included 
         in the subject report or portion thereof?
         
                   [   ] Yes                [ X ] No
         
         Noble Roman's, Inc. has caused this notification to be signed on its 
         behalf by the undersigned thereunto duly authorized.
         
         Date:       May 15, 1996           By:  /s/ Paul W. Mobley
                                               -----------------------------
                                                 Paul W. Mobley, President