UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                                       SEC File Number:
                                  FORM 12b-25          CUSIP Number:


                          NOTIFICATION OF LATE FILING

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

         For Period Ended:
         (   ) 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:_______________________________________

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 Read Instructions (on back page) 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.
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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

FRANKLIN CONSOLIDATED MINING CO., INC.
________________________________________________________________________________
Full Name of Registrant


________________________________________________________________________________
Former Name if Applicable

76 BEAVER STREE, ROOM 500
________________________________________________________________________________
Address of Principal Executive Office (Street and Number)

NEW YORK, NEW YORK  10005
________________________________________________________________________________
City, State and Zip Code


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,  11K, Fork 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 of
               transition  report on the 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 is applicable.

PART III - NARRATIVE

     State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q,
N-SAR, or the transition report or portions thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)

THE COMPANY HAS NOT YET COMPLETED ITS AUDITED  FINANCIAL  STATEMENT FOR THE YEAR
ENDED 12/31/96.

PART IV - OTHER INFORMATION

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

ROBERT J. LEVIN                              212            344-2828
______________________________________    _________    _________________________
               (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  reports)  been  filed?  If answer
    is no identify report(s).   YES __X___     NO _____

________________________________________________________________________________

(3) It is 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.

            _______________________________________________________
                  (Name of Registrant as Specified in Charter)

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

          4/1/97                             /S/ ROBERT J. LEVIN
Date:_______________________________  By:_______________________________________

     INSTRUCTION:  The  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  authorize
representative   (other   than  the   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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                                   ATTENTION
           Intentional misstatements or omissions of fact constitute
               Federal Criminal Violations (See 18 U.S.C. 1001).l
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1.  This form is required by Rule 12b-25 (17 CFR 240, 12b-25) of the General 
    Rules and Regulations under the Securities Exchange Act of 1934.

2.  One signed original and four conformed copies of this form and amendments 
    thereto must be completed and filed with the Securities and Exchange
    Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the 
    General Rules and Regulations under the Act. The information contained in or
    filed with the form will be made a matter of public record in the Commission
    files.

3.  A manually signed copy of the form and amendments thereto shall be filed 
    with each nations securities exchange on which any class of securities of
    the registrant is registered.

4.  Amendments to the notifications must also be filed on form 12b-25 but need
    not restate information that has been correctly furnished.  The form shall
    be clearly identified as an amended notification.