UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12B-25


                           NOTIFICATION OF LATE FILING

               Commission File Number    ________________________


(Check  One)  |_| Form 10-K and Form 10-KSB |_| Form 11-K |_| Form 20-F |X| Form
10-Q  and  Form  10-QSB  |_|  Form  N-SAR

For  Period  Ended:  March  31,  2004
                     ----------------

|_|  Transition  Report  on  Form  10-K  and  Form  10-KSB
|_|  Transition  Report  on  Form  20-F
|_|  Transition  Report  on  Form  11-K
|_|  Transition  Report  on  Form  10-Q  and  Form  10-QSB
|_|  Transition  Report  on  Form  N-SAR

For  the  Transition  Period  Ended:  ________________________

Read  Instruction  (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.

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

Lapis  Technologies,  Inc.  Full  Name  of  Registrant
- --------------------------

                            Former  Name  if  Applicable
- --------------------------

19  W.  34th  Street,  Suite  1008  Address  of  Principal  Executive  Office
- ----------------------------------
(Street and Number)

New  York,  NY,  10001  City,  State  and  Zip  Code
- ----------------------




                         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;

|X|       (b)  The  subject annual report, semi-annual report, transition report
          on  Forms 10-K, 10- KSB, 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, 10- QSB, 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 reason why Forms 10-K, 10-KSB, 11-K, 20-F,
10-Q,  10-  QSB,  N-SAR,  or  the transition report portion thereof could not be
filed  within  the  prescribed  time  period.

The  filing  of  our  Form  10-QSB could not be filed within the prescribed time
period  due  to  unexpected  delays  in  completing our financial statements and
providing  them  to  our  independent  accountants  for  review.

                                     PART IV
                                OTHER INFORMATION

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

Adam  S.  Gottbetter,  Esq.          (212)               400-6900
- ---------------------------          -----               --------
             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 reason why a reasonable estimate
of  the  results  cannot  be  made.




                            Lapis Technologies, 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:  May  17,  2004                                     By:  /s/ Harry  Mund
                                                               -----------------
                                                          Harry  Mund, President