EXHIBIT 5-1

                       United States
             Securities and Exchange Commission
                  Washington, D.C. 20549

                        FORM 12b-25
                NOTIFICATION OF LATE FILING

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

For Period Ending:  March 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:

PART I - REGISTRANT INFORMATION

                       MARK CENTERS TRUST
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Full Name of Registrant 

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Former Name if Applicable

                       600 Third Avenue
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Address of Principal Executive Office (Street and Number)


                Kingston, Pennsylvania  18704
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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 III
          of this form could note 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.

As a consequence of the convergence in the preparation and filing
of the Company's proxy statement for its 1996 Annual Meeting of
Shareholders and the preparation and filing of its Annual Report
to Shareholders at the same time as the preparation of the
unaudited financial statements for the Registrant's Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 1996
(the Form 10-Q), the Registrant's limited financial staff (there
was a turnover in the controller position in December 1995)was
unable to complete with accuracy the financial information, or to
prepare appropriate disclosure for its Management's Discussion
and Analysis of Financial Condition and Results of Operations,
for inclusion in the Form 10-Q within the prescribed filing time
without unreasonable effort or expense.  The Registrant has
undertaken the appropriate steps to ensure that, in the absence
of extraordinary circumstances, the events resulting in the
failure to file the Form 10-Q by the prescribed deadline will be
corrected.



  




PART IV - OTHER INFORMATION 

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

Joshua Kane, Senior Vice President & CFO      (717) 288-4581
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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

(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

     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.
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                        MARK CENTERS TRUST
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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: May 15, 1996                  By: /s/ Joshua Kane
                                        Joshua Kane
                                        Senior Vice President and
                                        Chief Financial Officer