SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 0-16056

                           NOTIFICATION OF LATE FILING

(Check one): [ ] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ]  Form N-SAR
     For period ended December 31, 2000
                      ---------------------------------------------------------
[ ]    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
                                      -----------------------------------------
    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 Trudy Corporation
                        --------------------------------------------------------

Former name if applicable
                          ------------------------------------------------------

Address of principal executive office (Street and Number)

353 Main Avenue
- --------------------------------------------------------------------------------

City, State and Zip Code Norwalk, CT 06851
                         ------------------------------------------------------


                                     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 box if appropriate.)


   [ ]    (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,  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.)

      The registrant needs more time to complete the compilation of it's
financial statements and for it's independent accountant to perform review.

                                     PART IV
                                OTHER INFORMATION

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

                  James S. Hellman              (203)       846-2274 Ext.110
- --------------------------------------------------------------------------------
                  (Name)                     (Area Code)  (Telephone Number)

      (2) Have all other periodic reports required under Section 13 or 15(d) or
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?

                                                               [ ] Yes  [X] 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.

                                Trudy Corporation
- --------------------------------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

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

Date February 13, 2001                          By  /s/ James S. Hellman
     ---------------------------------------    --------------------------------
                                                        James S. Hellman
                                                        Chief Financial Officer



      Instructions. 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 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.

                                    ATTENTION

         Intentional misstatements or omissions of fact constitute Federal
         criminal violations (see 18 U.S.C. 1001).