SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                           FORM 12b-25

                                   Commission File Number 1-11686

                   NOTIFICATION OF LATE FILING

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

For Period Ended:

[X] Transition Report on Form 10-K [ ] Transition Report on Form
10-Q
[ ] Transition Report on Form 20-F      [ ] Transition Report on
Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:   December 31, 1996


      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:    N/A


                 Part I.  Registrant Information

Full name of registrant: CYCOMM INTERNATIONAL INC.


Former name if applicable:    N/A


                 1420 Springhill Rd., Suite 420
                                
    Address of principal executive office (Street and number)
City, State and Zip Code:          McLean, VA  22102




                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.)

[ ](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 or Form 10-K, 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, 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,
11-K, 20-F, 10-Q, N-SAR or the transition report portion thereof
could not be filed within the prescribed time period (Attach
extra sheets if needed.)

                        See Attachment A

                   Part IV.  Other Information

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

          Michael R. Skoff       (703)            903-9548

          (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
          statement 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.

                        See Attachment A

                    CYCOMM INTERNATIONAL 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 March 31, 1997           By   /s/ Michael R. Skoff

                              Michael R. Skoff
                              Chief Financial Officer



                          ATTACHMENT A

      The  Registrant  has recently completed an acquisition  and
changed  its fiscal year end from May 31 to December  31.   As  a
result  of  the  complex  nature of the acquisition  and  various
administrative  and  corporate changes, the  Registrant  will  be
unable  to  timely file its transition report on Form 10-KSB  for
the  period  ended  December 31, 1996  until  on  or  before  the
fifteenth calendar day following the prescribed due date.

      Additionally, the acquisitions of XL Computing  Corporation
on  March 15, 1996 and XL Computing Canada Inc. on June 21,  1996
will  result in a significant change in the results of operations
from  the  corresponding period of the  last  fiscal  year.   The
change  will result in significantly higher sales revenues,  cost
of   sales   and  general  and  administrative  costs   for   the
consolidated results of operations.

DC1DOCS1.49640