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: August 31, 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 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.

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 1 - REGISTRANT INFORMATION

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Full Name of Registrant
Dynacq International, Inc.
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Former Name if Applicable

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Address of Principal Executive Office (Street and Number)
10304 Interstate 10 East, Suite 369, Houston, Texas 77029
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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)

      (a) The reasons described in reasonable detail in Part II 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, 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 beeen 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. (Attach Extra Sheets if Needed)

The Company's chief financial officer has devoted substantial time and effort
in the past few months to conducting financial due diligence of other entities
for possible acquisition or management on behalf of the Company and requires 
additional time to complete preparation of the Company's fiscal year end 
report.


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this 
    notification.
    
    (Name) Philip Chan  (Area Code) 713  (Telephone Number) 673-6432
    
(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?           [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.

    Net Income of about $500,000 is anticipated for the current fiscal year,
    which represents a $436,019 or 47% decrease from Net Income of $936,019 
    for the last fiscal year.  

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(Name of Registrant as Specified in Charter) Dynacq International, Inc.

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

Date: November 29, 1996         By Philip Chan

INSTRUCTIONS: The form may be signed by an executive officer of the 
registrant or by 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 15 U.S.C. 1001).

                              GENERAL INSTRUCTIONS

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General 
   Rules and regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments
   thereto must be completed and filed with the Securities and Exchange
   Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
   General Rules and Regulations under the Act. The information contained in
   or filed with the form will be made a matter of public record in the 
   Commission files.

3. A manually signed copy of this form and amendments thereto shall be filed
   with each national securities exchange on which any class of securities of
   the registrant is registered.

4. Amendments to the notification must also be filed on form 12b-25, but need 
   not restate information that has been correctly furnished. The form shall 
   be clearly identified as an amended notification.