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

                                      FORM 12b-25

                              NOTIFICATION OF LATE FILING

(CHECK ONE):  /X/Form 10-K / /Form 20-F / /Form 11-K / /Form 10-Q / /Form N-SAR

                 For Period Ended:    June 30, 1998
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                 /  / 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:
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  READ INSTRUCTION (ON BACK PAGE) 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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION
  Harmony Holdings, Inc.
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Full Name of Registrant
  N/A
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Former Name if Applicable
  724 First Street North, Fourth Floor
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Address of Principal Executive Office (Street and Number)
  Minneapolis, Minnesota 55401
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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 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, 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 
            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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within 
the prescribed time period.

The Registrant's Annual Report on Form 10-K could not be filed on time 
because the Registrant has not yet completed and consolidated the financial 
statements for all of its operating subsidiaries.

During the fiscal year ended June 30, 1998, the Registrant effected a 
company-wide reorganization. As part of this reorganization, substantially 
all of the Registrant's executive officers were changed, including its 
principal financial and accounting officers. In addition, the Registrant 
changed its accounting function from a system in which all financial 
information was collected in a central location to a decentralized system in 
which each of the Registrant's subsidiaries maintains its own accounting 
systems and accounting staff. Although a significant effort was required to 
implement this change, the Registrant has realized positive results from its 
efforts and believes the change will continue to contribute to a more 
efficient and cost effective accounting system. However, during the last 
quarter of the fiscal year, personnel changes at the Registrant's largest 
revenue producing subsidiary caused significant delays in finalizing the 
accounting records for that subsidiary to incorporate in the consolidated 
financial statements and complete the fiscal year-end audit. Intervention at 
the subsidiary would have caused unreasonable effort and expense, and 
accordingly the Registrant requests relief under Rule 12b-25. The Registrant 
is confident it will be able to produce timely and accurate financial 
statements on a going-forward basis.

                                               (ATTACH EXTRA SHEETS IF NEEDED)
                                                               SEC 1344 (6/94)






PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
    notification
            Lance W. Riley, Esq.             (612)             338-3300
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                    (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 report(s).                           /X/ Yes  / / No

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(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.

    Preliminary financial information indicates that the Registrant will 
    incur a net loss for the fiscal year ended June 30, 1998 of $4.3 million 
    compared to net income of $1.3 million for the fiscal year ended June 30, 
    1997. Gross profit decreased approximately $2.9 million due to reduced 
    profit margins, cessation of unprofitable operations, the loss of a key 
    director at one subsidiary and an internal sales representative at 
    another subsidiary. Although selling expenses decreased due to the 
    reduction in overall contract revenues, general and administrative 
    expenses increased $3.1 million due in part to a company-wide 
    reorganization in which substantially all of the Registrant's executive 
    officers were changed and the accounting function was decentralized. 
    Additionally, expenses increased due to the formation of a new subsidiary 
    in London, England and the opening of a new office for an existing 
    subsidiary.

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                           Harmony Holdings, 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
    hereunto duly authorized.


    Date     September 30, 1998                 By   /s/ James G. Gilbertson
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                                                       James G. Gilbertson
                                                   Its Chief Operating Officer

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).
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