U.S. SECURITIES AND EXCHANGE COMMISSION

                                  WASHINGTON, D. C. 20549

                                        FORM 12b-25

                                 NOTIFICATION OF LATE FILING

                                            SEC FILE NUMBER  0-19013

                                            CUSIP NUMBER  38223103


[] Form 10-K  [] Form 20-F  [] Form 11-K  [X]  Form 10-Q  []  Form N-SAR

                For Period Ended:  September 30, 1996

                 [  ]  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 Transaction 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


           ADVANCED ENVIRONMENTAL SYSTEMS, INC.
                (Full Name of Registrant)

           730 17th Street, Suite 712
           (Address of principal executive offices)

           Denver, CO  80202
           (City, State and Zip Code)



PART II - RULE 12b-25 (b) and (c) 


If the subject 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)

[ ]    (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 Form 10-K, 20-F, 11-K, 10-Q,
N-SAR or the transaction report or portion thereof could not be filed within
the prescribed time period.

For the quarter ended September 30, 1996, Advanced Environmental Systems, 
Inc. contacted their external tax accountants for resolution of tax issues 
affecting the Company's tax provision and potential NOL carrybacks. The 
tax issues could not be resolved without unreasonable effort and expense by 
the prescribed filing date. 


PART IV - OTHER INFORMATION



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

                   J. Daniel Bell           (303)  572-5000

(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.


For the nine months ended September 30, 1996, the Company has a pretax loss
of $459,000 as compared to a pretax loss of $103,000 for the same period
ending in 1995.  For the three months ended September 30, 1996, the Company 
incurred pretax loss of $635,000 as compared to a pretax loss of $299,000
for the same period ending in 1995.  Operating losses were primarily incurred
in the second and third quarter of 1996.  Higher direct costs contributed to 
the Company's operating losses.  The Company's cash liquidity has been 
adversely affected by the losses from operations and the Company is in 
default under certain of its loan covenants. 

Additional information is set forth in the 10-Q for the quarter ended
September 30, 1996 which will be filed following the filing of this form
on Monday, November 18, 1996.




                          ADVANCED ENVIRONMENTAL SYSTEMS, INC.
                      (Name of Registrant as specified in Charter)

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


Date:   November 15, 1996          By: /s/ Alfred O. Brehmer
                                    Alfred O. Brehmer, Director
                                    Secretary and Treasurer