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                                 UNITED STATES             |   OMB APPROVAL   |
                      SECURITIES AND EXCHANGE COMMISSION   +------------------+
                            Washington, D.C. 20549         |   OMB Number:    |
                                                           |    3235-0058     |
                                  FORM 12b-25              |     Expires:     |
                                                           | January 31, 2002 |
                          NOTIFICATION OF LATE FILING      |     Estimated    |
                                                           |  average burden  |
(Check One): [ ] Form 10-K  [ ] Form 20-F   [ ] Form 11-K  |   hours per      |
             [X] Form 10-Q  [ ] Form N-SAR                 |  response..2.50  |
                                                           +------------------+
For Period Ended: March 31, 1999                           +------------------+
                                                           | SEC FILE NUMBER  |
                [ ] Transition Report on Form 10-K         |                  |
                [ ] Transition Report on Form 20-F         |      1 9083      |
                [ ] Transition Report on Form 11-K         +------------------+
                [ ] Transition Report on Form 10-Q         +------------------+
                [ ] Transition Report on Form N-SAR        |   CUSIP NUMBER   |
                                                           |     731791109    |
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.                   |
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If the notification relates to a portion of the filing checked above, identify 
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION
      
         Polyphase Corporation
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Full Name of Registrant

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Former Name if Applicable 

        4800 Broadway - Suite A
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Address of Principal Executive Office (Street and Number)
 
        Addison, Texas 75001     
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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 annual report, semi-annual report, transition report on
    |      Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR or portion thereof could not be filed within the prescribed time period.

The Company and its advisers are in the process of evaluating the effect on the 
consolidated financial statements and related footnote disclosures resulting 
from a contested assessment made by the Internal Revenue Service against the 
Company's subsidiary, Texas Timberjack, Inc. Consequently, the Form 10-Q could 
not be completed on time.


PART IV - OTHER INFORMATION

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

             James Rudis                 (972)                  386-0101
     ----------------------------    --------------    -------------------------
               (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 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.
     
     Once the evaluation referred to in Part III is completed, any resulting
     adjustment would affect the results of operations for the current period
     and their comparability to the prior year. However, the Company cannot, at
     this time, estimate the nature or amount of the adjustment, if any.

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                             Polyphase Corporation
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                 (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 18, 1999                       By   /s/ James Rudis
    ------------------------------        --------------------------------------
                                              James Rudis, 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 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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