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 [X] Form 10-Q
             [ ] Form N-SAR [ ] Form N-CSR


                  For Period Ended: March 28, 2004
                  [ ] 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
                  [ ] Transition Report on Form N-CSR

                  For the Transition Period Ended:

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: BRIAZZ, INC.

Former Name if Applicable: N/A

Address of  Principal  Executive  Office  (Street and  Number):  3901 7th Avenue
South, Suite 200

City, State and Zip Code: Seattle, Washington 98108-5206

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 reason  described  in  reasonable  detail in Part III of
                    this  form  could  not be  eliminated  without  unreasonable
                    effort or expense
               (b)  The subject annual report,  semi-annual  report,  transition
                    report on Form  10-K,  Form 20-F,  Form 11-K,  Form N-SAR or





[X]                 Form N-CSR, 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 l0-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 why forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR,
or the  transition  report or  portion  thereof,  could not be filed  within the
prescribed time period.

The  attention  and efforts of  management  and  financial  officers  were fully
directed toward completing a necessary  financing and, as a result,  preparation
of the necessary information was delayed.

PART IV -- OTHER INFORMATION

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

     Victor D. Alhadeff              (206)                        694-6350
           (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). Yes [ ] No [X]

     Items 11, 12, 13 and 14 to Form 10-K for the fiscal year ended December 28,
     2003 have not been filed.

(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 [ ] No [X]

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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                                  BRIAZZ, INC.
                   ------------------------------------------
                  (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 12, 2004             By /s/ Randy S. Wang
                                  ----------------------------------------------
                               Name: Randy S. Wang
                                    --------------------------------------------
                               Title: Asst. Controller
                                     -------------------------------------------

Instruction:  This form may be signed by an executive  officer of the registrant
or by any other duly authorized representative. The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

















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