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


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

                For Period Ended:  December 31, 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;

[ ]    (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

[X]    (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.

The audit of Advanced Environmental Systems, Inc. is not yet completed and
cannot be completed by the required filing date of March 31, 1997 without
unreasonable cost and effort.



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 fiscal year ended December 31, 1996 , the Company has a pretax  loss
of  $569,000  as compared to a pretax  loss of  $809,000 for the same period
in 1995.   The loss in 1996 is primarily due to the Company's increase in cost 
of services in the first and third quarters.  The pretax loss was reduced by 
approximately $379,000 by insurance premium adjustments.  While net service 
revenues increased 7% or $747,000, service cost and expenses increased by 16% 
or $1,182,000.   The Company's direct service costs as a percentage of service 
revenues for the years ended December 31, 1996 and 1995 are 76.3% and 70.4%, 
respectively.   The 5.9% net increase in cost of goods sold as a percentage of 
service revenues for the fiscal year 1996 is attributable to a 10.1% increase
in direct costs and a decrease of 4.2% in indirect costs.

The Company's selling, general & administrative expenses for the year ended
December 31, 1996 are comparable to prior year.




                          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:   March 28, 1997          By: /s/ J. Daniel Bell
                                    J.  Daniel Bell, President and Director




ACCOUNTANT'S LETTER






March  28, 1997





Securities and Exchange Commission
Washington, D. C.  20549



      RE:    ADVANCED ENVIRONMENTAL SYSTEMS, INC.



Gentlemen:


We confirm that the audit of Advanced Environmental Systems, Inc. is not
yet completed and cannot be completed by the required filing date of
March 31, 1997 without unreasonable cost and effort.

Sincerely,



/s/ Hein & Associates LLP
Hein & Associates LLP