U.S. SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, D.C. 20549

                                     FORM 12b-25

                             NOTIFICATION OF LATE FILING

                                     (Check One):

            [ ]  Form 10-KSB   [ ]  Form 20-F   [ ]  Form 11-K   [X]  Form
                               10-QSB   [ ]  Form N-SAR
                          For Period Ended:  March 31, 1995

          _________________________________________________________________

                    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 Registration Information
          _________________________________________________________________

               Full Name of Registrant:      Polyphase Corporation

               Former Name if Applicable:    Not Applicable

               Address of Principal Executive Office (Street and Number)

                    16885 Dallas Parkway, Suite 400, Dallas, Texas 75248
                         (City, State and Zip Code)
          _________________________________________________________________


























          
          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)

          [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 quarterly  report on  Form 10-QSB  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-QSB
          could not be filed within the prescribed period.

                    Due to  the recent  consummation of  a significant
               acquisition, Polyphase Corporation  (the "Company")  is
               unable,  without  unreasonable  effort  or  expense, to
               complete,  within the prescribed time period for filing
               the  subject  report, the  disclosures  required  to be
               included in the subject report.
          _________________________________________________________________


          Part IV Other Information
          _________________________________________________________________

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

                    Paul A. Tanner      (214)          732-0010
                    (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?

                     [ ]  Yes    [X]  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.






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                                Polyphase Corporation
                     (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 12, 1995                By:  /s/ Paul A. Tanner       
                                             Paul A. Tanner, President

          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 field with
          the form.

          _________________________________________________________________
                                      ATTENTION

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