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

                               FORM 12b-25
                                                               SEC FILE NUMBER
                       NOTIFICATION OF LATE FILING                33-9640-LA

                               FORM 10-KSB                       CUSIP NUMBER
                                                                    665101
                    For Year Ended: March 31, 1998


[Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.]


PART I - REGISTRANT INFORMATION

                        NORTHERN DANCER CORPORATION
                        ---------------------------
                          Full Name of Registrant

                                   N/A
                         -------------------------
                         Former Name if Applicable

                       370 - 17TH STREET, SUITE 2300
         --------------------------------------------------------
         Address of Principal Executive Office (Street and Number)

                           DENVER, COLORADO 80202
                          ------------------------
                          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)

     (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, Form N-SAR, or portion thereof, will be
          filed on or before the fifteenth calendar day following the
[X]       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 has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.





The Company was unable to file its Form 10-KSB on time because the Company's
President was out of town and was unable to review the Form 10-K.

PART IV - OTHER INFORMATION

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

               Jon D. Sawyer                 303/893-2300
               -------------          -----------------------------
                  (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
     reports) been filed?  If 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 qualitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.

- ------------------------------------------------------------------------------

                       NORTHERN DANCER CORPORATION
               -------------------------------------------
               (Name of Registrant as Specified in Charter)

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

                                     NORTHERN DANCER CORPORATION



                                     By/s/ Joseph E. O'Connor
                                       Joseph E. O'Connor, President
Date: June 29, 1998

[ATTENTION: Intentional misstatements of omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).]