UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING


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

                     For the Period Ended: OCTOBER 31, 2004

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates: N/A

PART I - REGISTRANT INFORMATION

Full Name of Registrant:                  National Lampoon, Inc.

Former Name if Applicable:                Not Applicable

Address of Principal Executive Office:    10850 Wilshire Boulevard, Suite 1000

City, State, and Zip Code:                Los Angeles, California 90024


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  12(b)-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 of the  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 transition  report portion  thereof could not be filed within the
prescribed time period.

      In its review of certain  documents  the Company's  auditor  identified an
      accounting issue that must be resolved before the financial statements can
      be completed.

PART IV - OTHER INFORMATION

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

                                   James Toll
                             Chief Financial Officer
                             National Lampoon, Inc.
                                 (310) 747-5252

(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 the 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. N/A

                             National Lampoon, 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 15, 2004
                                                  /s/ James Toll
                                                 -------------------------------
                                                 By: James Toll
                                                     Chief Financial Officer