U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

[X] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q and Form
10-QSB [ ] Form N-SAR

For Period Ended: 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: Not Applicable

     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: Not Applicable

Part I - Registrant Information

Full Name of Registrant: CARDIOTECH INTERNATIONAL, INC.

Former Name if Applicable: Not Applicable

Address of Principal Executive Office:
11 State Street
Woburn, Massachusetts 01801

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  Form 10-K will be filed on or before  July 16,  1996,  the
fifteenth calendar day following July 1, 1996, the prescribed due date;





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[ ] (c) The accountant's  statement or other exhibit required by Rule 12b- 25(c)
has been attached if applicable.

Part III - Narrative

     The Registrant could not file its annual report on Form 10-K for the fiscal
year  ended  March 31,  1996 on the  prescribed  filing  date for the  following
reasons:

     On June 11, 1996, PolyMedica Industries Inc. ("PMI") distributed all of the
     shares  (the  "Spin  Off")  it held of the  Registrant,  a  majority  owned
     subsidiary of PMI, to PMI's shareholders.  In connection with the Spin Off,
     the Registrant's  Registration Statement on Form 10 became effective on May
     13, 1996.  The  Registrant,  which on May 13, 1996 had six  employees,  has
     diligently  been  seeking to hire a Chief  Financial  Officer.  On June 24,
     1996, seven days before the filing date of the Registrant's  Form 10-K, the
     Registrant  hired a Chief Financial  Officer.  The Chief Financial  Officer
     will play a significant  role in the  preparation  and  coordination of the
     Form 10-K. As a result, the Company is not able without unreasonable effort
     or expense to file its Form 10-K on or prior to the prescribed  filing date
     of July 1, 1996.

Part IV - Other Information

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

 Michael Szycher, Chairman and Chief Executive Officer            (617) 933-4772
         (Name)                                                     (Tel. No.)

     (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

     The Registrant  anticipates  that it will report a net loss of $2.2 million
for the fiscal year ended March 31, 1996  compared to a net loss of $599,000 for
the year ended March 31, 1995. In fiscal 1996, the Registrant  incurred $993,000
in one-time costs related to the Spin Off. These costs principally  consisted of
outside professional fees.

     Research  revenues  were  $229,000 in fiscal 1996,  compared to $408,000 in
fiscal 1995. The fluctuation in research revenues was attributable to the





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completion  of one research  and  development  contract  and the  evolution of a
research and development contract into a supply agreement.

     Research and development  expenses were $911,000 and $709,000 for the years
ended  March 31,  1996 and 1995.  The  increase  in these  expenses  principally
related  to higher  pre-clinical  costs in fiscal  1996 in  connection  with the
Registrants's development of a vascular access graft for hemodialysis patients.

     Selling, general and administrative expenses were $513,000 and $298,000 for
the  years  ended  March 31,  1996 and  1995.  The  increase  in these  expenses
principally  related to costs  associated with the Spin Off and the promotion of
advanced biomaterials to potential strategic partners.

     A more detailed discussion of results of operations will be included in the
Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations in the Form 10-K to be filed.

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

     Dated this 1st day of July, 1996.

                                                  CARDIOTECH INTERNATIONAL, INC.

                                                  By /s/ Michael Szycher
                                                     ---------------------------
                                                      Michael Szycher, Ph.D.
                                                      Its Chairman and
                                                      Chief Executive Officer