SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549
                                           
                                     FORM 12B-25
                                                   Commission File Number 0-3305

                             NOTIFICATION OF LATE FILING

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

For Period Ended:  September 30, 1996

[ ]  Transition Report on Form 10-K and Form 10-KSB
[ ]  Transition Report on Form 10-Q and Form 10-QSB
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form N-SAR
[ ]  Transition Report on Form 11-K

For the Transition Period Ended:

     READ ATTACHED INSTRUCTION SHEET 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 notification relates:                             
                                                                                



                           PART I.  REGISTRANT INFORMATION

Full name of Registrant:        WILLIAM GREENBERG JR. DESSERTS AND CAFES, INC.
                             ---------------------------------------------------

Former name if applicable:  N/A 
                               ------

Address of principal executive office (STREET AND NUMBER): 533 West 47th Street
                                                           ---------------------

City, State and Zip Code:       New York, New York  10036
                              --------------------------------

                          PART II.  RULE 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 appropriate box.)

[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
     Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion thereof will be
     filed on or before the 15th calendar day following the prescribed due date;
     or the subject quarterly report or transition report on Form 10-Q, 10-QSB,
     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, 10-KSB, 11-K,
20-F, 10-Q, 10-QSB, N-SAR or the transition report portion thereof could not be
filed within the prescribed time period. (Attach extra sheets if needed.)

     William Greenberg Jr. Desserts and Cafes, Inc. (the "Company") is not able
to file its Form 10-QSB for the quarter ended September 30, 1996 without 
unreasonable effort or expense due to unforseen difficulties encountered in
completing its review of the Company's unaudited results of operations.


                             PART IV.  OTHER INFORMATION

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

      Jonathan J. Russo               (212)            702-5714         
- -------------------------------------------------------------------------
               (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?
               
     
                                                            [ ]  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.
 
                    WILLIAM GREENBERG JR. DESSERTS AND CAFES, 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:  November 14, 1996            By: /s/ STEPHEN FASS   
                                       -------------------------------------
                                       Stephen Fass
                                       President




                                      ATTENTION

Intentional misstatements or omissions of fact constitute Federal criminal
violations (SEE 18 U.S.C. 1001).