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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                             Commission File Number  000-15885
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                           NOTIFICATION OF LATE FILING


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

          For Period Ended:  DECEMBER 31, 2004
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     [_]  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:______________________________________

     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: NATIONAL DATACOMPUTER, INC.
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Former name if applicable

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Address of principal executive office (Street and number)

900 MIDDLESEX TURNPIKE, BLDG #5
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City, state and zip code:

BILLERICA, MA 01821
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                                     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.)[x]

     |     (a) The reasons 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, 20-F, 11-K or Form N-SAR, or portion thereof will be
[X]  |     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

     The cash constraints of the Company have made it impracticable to engage
     our independent registered public accounting firm to complete the audit
     before March 31, 2005.


                                     PART IV
                                OTHER INFORMATION

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


                BRUNA BUCACCI                 978         663-7677
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                   (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 statements 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.

     The Company estimates that operating results for the twelve month period
     ending December 31, 2004 will show a net loss of approximately $494,000,
     compared with a net income of $337,000 for the corresponding period in
     2003.


                           NATIONAL DATACOMPUTER, INC.
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                  (Name of Registrant as Specified in Charter)

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


Date  April 1, 2005          By    /s/ JOHN P. WARD
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                                    JOHN P. WARD
                                    PRESIDENT AND CEO

          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
     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.