SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 12B-25

                                                  Commission File Number 0-18170

                                                     NOTIFICATION OF LATE FILING

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

For Period Ended:         March 31, 2004
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[ ] 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 Transition Period Ended:
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  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
                                Lucille Farms, Inc.
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Full name of registrant
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Former name if applicable
                              150 River Road, PO Box 517
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Address of principal executive office (Street and number)
                              Montville, NJ 07045
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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.)

          (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, Form 20-F, 11-K or Form - N-SAR, or portion thereof, will
[X]  be filed on or before the fifteenth 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 account'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. (Attach extra sheets if needed.)

          The registrant's annual report on Form 10-K is being filed late
     because there were delays in completing the financial statements for the
     period ended March 31, 2004.






PART IV - OTHER INFORMATION

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

    Jay M. Rosengarten                      (973) 334-6030
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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?


                                                                  [ ] 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.







                              Lucille Farms, 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  June 29, 2004           By /s/ Jay Rosengarten
      --------------------    -------------------------------------------------
                              Jay Rosengarten, Chief Executive Officer

          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.

                                    ATTENTION

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