U.S. SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                FORM 12B-25

                      Commission File Number 33-44510

                        NOTIFICATION OF LATE FILING

                               (Check One):

[x] Form 10-K   [  ] Form 20-F   [  ] Form 11-K   [x] Form 10-Q  [  ] Form N-SAR
For Period Ended:  Fiscal Year Ended December 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 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 the notification relates:

 PART I - REGISTRANT INFORMATION

Full Name of Registrant       CTA INCORPORATED

Former Name if Applicable

Address of Principal Executive Office (Street and Number)

6116 Executive Boulevard, Suite 800

(City, State and Zip Code)

Rockville, Maryland  20852


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 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, 10KSB, 20-F,
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 registrant was unable to obtain a required debt compliance waiver
letter due to the holiday schedule of one of its lenders.  The waiver
letter was received on April 1, 1997 and the Form 10-K filed on that date.


 PART IV - OTHER INFORMATION

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

     Gregory H. Wagner                  (301) 816-1200

(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.

Registrant will report a net loss of $11.037 million for the year ended
December 31, 1996, primarily as a result of fourth quarter write-downs.


                             CTA INCORPORATED

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

Date      April 1, 1997       By  /S/GREGORY H. WAGNER
                                  Gregory H. Wagner
                                  Executive Vice President &
                                  Chief Financial Officer