NT 10-K

U.S. SECURITIES AND EXCHANGE COMMISSION
        WASHINGTON, D.C. 20549

                FORM 12b-25

      NOTIFICATION OF LATE FILING

   Commission File No.:   0-18590  

             (Check One):

[X] Form 10-K and Form 10-KSB [ ] Form 20-F[ ] Form 11-K 
[ ] Form 10-Q and Form 10-QSB [  ] 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 Transition Period Ended:                                 

                                                                 

Read Attached Instruction Sheet Before Preparing Form.  Please
Print or Type.

     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


     Full Name of Registrant:  Good Times Restaurants Inc.       

     Former Name if Applicable:  N/A                             

     Address of Principal Executive Office (Street and Number)

          8620 Wolff Court, Suite 330                            

     City, State and Zip Code:  Westminster, Colorado  80030     

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)

[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 and Form 10-KSB, 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    
and Form 10-QSB, 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 and
Form 10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the
transition report or portion thereof could not be filed within
the prescribed period.

     The closing of the Company's books have been delayed due to
     the sale of the Company's partnership interests and the
     calculation of the Company's contingent liability and loss
     under its guaranty of a former subsidiary liability.

PART IV Other Information


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

Boyd E.Hoback                 (303)               427-4221    
            (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 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, explain the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made:

     The Company was notified at the end of its fiscal year of
the pending bankruptcy of a former subsidiary for which the
Company had guaranteed certain obligations.


                   GOOD TIMES RESTAURANTS 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: December 23, 1996      By: \s\ Boyd E. Hoback               
      
                            Title: President & CEO      


INSTRUCTION:  The form may be signed by an executive officer of
the registrant or by any other duly authorized representative. 
The name and title of the person signing the form shall be typed
or printed beneath the signature.  If the statement is signed on
behalf of the registrant by an authorized representative (other
than an executive officer), evidence of the representative's
authority to sign on behalf of the registrant shall be filed with
the form.


                            ATTENTION

Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (See 18 U.S.C. 1001).

EX-99

December 23, 1996




Securities and Exchange Commission
Washington, D.C.  20549



     RE:  Good Times Restaurants Inc.



Gentlemen:

We confirm that the audit of Good Times Restaurants Inc. is not
yet completed and cannot be completed by the required filing date
of December 30, 1996 without unreasonable cost and effort.

Sincerely,



HEIN + ASSOCIATES LLP