SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


                                                 Commission File Number: 0-16161

(Check One)
[X] Form 10-K and Form 10-KSB     Form [ ] 11-K
[ ] Form 20-F    [ ] Form 10-Q and Form 10-QSB   [ ] Form N-SAR
        For period ended June 30, 1997
[ ] Transition Report on Form 10-K and Form 10-KSB 
[ ] Transition Report on Form 20-F 
[ ] Transition Report on Form 11-K 
[ ] Transition Report on Form 10-Q and Form 10-QSB 
[ ] 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  check  above,
identify the item(s) to which the notification relates:_________________________
________________________________________________________________________________


                                     PART I
                             REGISTRANT INFORMATION

     Full name of registrant:  Original Italian Pasta Products Co., Inc.
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     Former name if applicable:
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     Address of principal executive office (Street and Number): 36 Auburn Street
                                                               -----------------

     City, State and Zip Code:  Chelsea, Massachusetts  02150
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                                     PART II
                             RULE 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 appropriate box.)

      [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, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the 15th  calendar day following  the  prescribed  due date; or the
subject quarterly report or transition  report on Form 10-Q,  10-QSB, 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,  10-KSB,
11-K, 20-F, 10-Q,  10-QSB,  N-SAR or the transition report portion thereof could
not be filed within the prescribed time period. (Attach extra sheets if needed).

        The delay in the filing of the Form 10-KSB for the period ended June 30,
1997 could not be eliminated without  unreasonable  effort or expense due to the
recent  departure from the Company of its controller and the  resignation of its
Chief Financial Officer.


                                     PART IV
                                OTHER INFORMATION

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

        Paul K. Stevens                (617) 884-5211
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        (Name)                         (Area Code)(Telephone Number)

        (2) Have all other periodic  reports  required under Section 13 or 15(d)
or 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.

        SEE EXHIBIT A ATTACHED HERETO.

  Original Italian Pasta Products Co., Inc.
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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:  September 29, 1997                    By: /s/ Paul K. Stevens, President
                                                 ------------------------------
                                                 Paul K. Stevens, President






                                    EXHIBIT A
                                    ---------

RESULTS OF OPERATIONS

Year ended June 30, 1997 as compared to the Year ended June 30, 1996
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Net sales for the year ended June 30, 1997 were  $9,889,000  versus  $15,306,000
for the same period last year.  Management believes that this decrease of 35% is
attributable to lower sales to Warehouse Club stores.

Gross  profit for the year ended June 30,  1997 was 31% of net sales as compared
to 37% for the year ended June 30, 1996. The Company attributes this decrease in
gross profit margin to its decreased  sales volume thus utilizing its production
facilities less efficiently.

Selling,  general and  administrative  expenses  decreased  to  $4,017,000  from
$5,033,000  for the year ended June 30, 1996,  and  increased as a percentage of
net sales to 41% from 33% in fiscal year 1996. The  percentage  increased due to
lower  revenues  even though the actual dollar  amount  decreased  mainly due to
decreased promotional, advertising, and other discretionary costs.

Loss from operations for the year ended June 30, 1997 was $958,000 or 10% of net
sales  compared to income from  operations  of $681,000 or 4% for the year ended
June 30, 1996.

Interest expense was $58,000 or 1% of net sales for the year ended June 30, 1997
versus  $72,000  or 0% for the same  period  last  year.  This  dollar  decrease
resulted from repayment of part of the Company's debt.

Net loss per common  share was at $0.44 for the year ended June 30,  1997 versus
net income of $0.27 per common share for the year ended June 30, 1996.