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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 12B-25
                           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: DECEMBER 31, 2003
[ ] 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 Instruction (on back page) Before Preparing Form. Please Print or Type.
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      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:

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PART I  --  REGISTRANT INFORMATION

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HYDRON TECHNOLOGIES, INC.
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Full Name of Registrant

N/A
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Former Name if Applicable

2201 West Sample Road, Building 9, Suite 7B
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Address of Principal Executive Office (Street and Number)

Pompano Beach, Florida 33073
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City, State and Zip Code

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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,11-K or Form 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 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 Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report portion thereof, could not be filed within the
prescribed time period.

Registrant needs more time to incorporate suggested changes recently received
from SEC staff regarding Company's Form S-3 Registration Statement.

                         (Attach Extra Sheets if Needed)

PART IV -- OTHER INFORMATION

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

    William A. Lauby                 (954)                  861-6400
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          (Name)                  (Area Code)          (Telephone Number)

(2)  Have all other periodic reports 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 preceeding 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). [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.

                            HYDRON TECHNOLOGIES, 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: March 30, 2004                     By: /s/: WIlliam A. Lauby
--------------------------------------   ---------------------------------------

                                       2


INSTRUCTION: The form may be signed by an executive officer of the registrant of
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

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Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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GENERAL INSTRUCTIONS

     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
          Rule0-3 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 national 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.

     5.   Electronic filers. This form shall not be used by electronic filers
          unable to timely file a report solely due to electronic difficulties.
          Filers unable to submit a report within the time period prescribed due
          to difficulties in electronic filing should comply with either RULE
          201 or RULE 202 of Regulation S-T (ss.232.201 or ss.232.202 of this
          chapter) or apply for an adjustment in filing date pursuant to Rule
          13(b) of Regulation S-T (ss.232.13(b) of this Chapter).

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