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

FORM 12b-25

NOTIFICATION OF LATE FILING
				
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				SEC File Number

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    CUSIP Number

(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q [ ] 
Form N-SAR

	For The Period Ended:  March 2, 1997
	[ ] 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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	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:
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Part I - Registrant Information

The AppleTree Companies, Inc.
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Full Name of Registrant

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Former Name if Applicable

5732 Curlew Drive, 
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Address of Principal Executive Office (Street and Number)

Norfolk, Virginia 23502
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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, or 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 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.

Part III - Narrative

State below in reasonable detail the reasons why Form 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.

On April 4, 1997 the Company filed a voluntary petition for the Appletree Cos.,
Inc.  and its subsidiary, Americas Foods, Inc., in the United States Bankruptcy
Court seeking to reorganize under Chapter 11 of the Federal Bankruptcy Code.
The Company requires additional time to prepare the appropriate disclosures and
exhibits relating to this matter.

Part IV - Other Information

	(1) Name and telephone number of person to contact in regard to this 
notification:
Charles E. Sweeney              (757)                459-9779
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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 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.

	The Company's second  quarter net sales declined by approximately 50 % in 
1997  and its second  quarter net loss is expected to be approximately 25% less 
than the net loss for the corresponding period in the prior year.  The Company's
1997 year-to-date  net sales decreased  by approximately 42% from the corresp-
onding period in the prior year. The net loss decreased by approximately 17%
from the corresponding period in the prior year.

THE APPLETREE COMPANIES, 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: April 16, 1997                          By: /s/ Justin A. DiMacchia
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    					                                    	Its: Vice President -- CFO
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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.