UNITED STATES
                	SECURITIES AND EXCHANGE COMMISSION
	                   Washington, D.C.  20549
                          	FORM 12b-25
	                  NOTIFICATION OF LATE FILING

                         	(Check One):
 X Form 10-K  __Form 20-F  __Form 11-K    Form 10-Q  __Form N-SAR

       FOR PERIOD ENDED: September 30, 1998   

       [ ] Transition Report on Form 10-K
       [ ] Transition Report on Form 20-F
       [ ] Transition Report on Form 11-K
       [ ] Transition Report on Form 10-Q
       [ ] 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 the notification 
relates:
PART I - REGISTRANT INFORMATION

CLANCY SYSTEMS INTERNATIONAL, INC.
Full Name of Registrant


Former Name if Applicable

2250 S. Oneida #308
Address of Principal Executive Office (Street and Number)
Denver, CO 80224
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; and

[X]	(b)	The subject annual report, semi-annual report, transition 
        report on Form 10-K, Form 20-F, Form 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 of 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 the Form 10-K, Form
20-F, Form 11-K, Form 10-Q, Form N-SAR, or the transition report or
portion thereof, could not be filed within the prescribed time period. 
(Attach extra sheets if needed.)

     The Company is in need of  year-end financial information from an 
affiliate company which will not be available until year end thus requiring 
the additional time to incorporate the information into the Company's 
financial schedules to complete the 10-KSB filing. 

PART IV - OTHER INFORMATION

 	(1)	Name and telephone number of person to contact in regard to 
this notification: 
   Theresa M. Mehringer, Esq.	(303)221-6000    
        (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.


                CLANCY SYSTEMS INTERNATIONAL,INC.
         (Name of Registrant as specified in charter)

has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: December 23, 1998             	By: /s/Stanley J. Wolfson        
                                          
	                                   Stanley J. Wolfson, President

                          	ATTENTION

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


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