SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                           Notification of Late Filing

                                   Commission  File  Number:  0-12050
(Check  one)

|  |  Form  10-K  and  Form  10-KSB        |  |  Form  11-K
|  |  Form  20-F      |X|  Form  10-Q  and  Form  10-QSB      |  |  Form  N-SAR

     For  the  period  ended  September  30,  1999

|  |  Transition  Report  on  Form  10-K  and  Form  10-KSB
|  |  Transition  Report  on  Form  20-F
|  |  Transition  Report  on  Form  11-K
|  |  Transition  Report  on  Form  10-Q  and  Form  10-QSB
|  |  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:       SafeGuard  Health  Enterprises,  Inc.

Former  name  if  applicable:     N/A

Address  of  principal
executive  office:                95  Enterprise

City,  State  and  Zip  Code:     Aliso  Viejo,  California  92656




                                     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  should  be  completed.  (Check  appropriate  box.)


           (a)  The  reasons  described in 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  of Forms 10-K, 10-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 10-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 10-K, 10-KSB, 11-K,
20-F,  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.)

     The  Company  announced on November 12, 1999, that it believes its revenue,
and  therefore its earnings, for the quarter and nine months ended September 30,
1999,  which were previously announced on October 21, 1999, were overstated by a
material  amount.  The  Company also believes that its results of operations for
the periods ended March 31, 1999 and June 30, 1999 may be restated.  The Company
is  in the process of determining the adjustments required to properly state its
results  of  operations  for  each  of  these  periods.  The  Company  requires
additional time to review this matter and expects to report its restated results
of  operations  as  soon  as  they  are  available.



                                     PART IV

                                OTHER INFORMATION

     (1)  Name  and  telephone  number  of  person  to contact in regard to this
notification:
     Ronald  I.  Brendzel,  Senior  Vice President & Secretary    (949) 425-4110
     ---------------------------------------------------------------------------
     (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 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 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.

     Explanation:
     -----------

     The  Company  requires  additional time within which to complete its review
     and analysis  of  its  financial  results  for  the third quarter and  nine
     (9) month period  ended  September  30,  1999.

     Exhibits
     --------
     None.
     -----


                       SafeGuard Health Enterprises, Inc.
                       ----------------------------------
                  (Name of Registrant as Specified in Charter)

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


                                 /s/  RONALD I. BRENDZEL
                                 -------------------------
Date:  November 16, 1999         By:  Ronald I. Brendzel,
                                 Senior Vice President & Secretary