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

                               FORM 12b-25

                       NOTIFICATION OF LATE FILING

                      Commission File Number 0-6877


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

For the Fiscal Year Ended: June 30, 2004

[ ] Transition Report on Form 10-K
[ ] Transition Report on From 20-K
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended: _____________________

NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMISSION HAS
VERIFIED ANY OF THE INFORMATION CONTAINED HEREIN.

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


Santa Fe Financial Corporation
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Full Name of Registrant


N/A
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Former Name if Applicable


820 Moraga Drive
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Address of Principal Executive Office (Street and Number)


Los Angeles, CA 90049
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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 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;

     (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
[X]      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

[ ]  (c) The accountant's statement or other exhibit required by Rule
         12b-25(c) has been attached if applicable. N/A

PART III - NARRATIVE

The Company has not been able to compile all of the requisite financial data
and narrative information necessary for it to have sufficient time to
complete its annual report on Form 10-KSB for the fiscal year ended June 30,
2004 without unreasonable effort or expense.  The Form 10-KSB will be filed
as soon as reasonably practicable and in no event later than October 13,
2004.

PART IV - OTHER INFORMATION

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

  David T. Nguyen                 310                889-2511
- --------------------          -------------       -----------------
      (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
    answer is no, identify reports.  [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

                          SANTA FE FINANCIAL CORPORATION
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                 (Name of Registrant as Specified in its Charter)

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

Date: September 28, 2004                   By:   /s/ David T. Nguyen
                                                 -------------------------
                                                 David T. Nguyen, Treasurer
                                                 Principal Accounting Officer