WASHINGTON, DC 20549

                                   FORM 12B-25
                                                  Commission File Number 0-18170

                           NOTIFICATION OF LATE FILING

         (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:                                   December 31, 2004
[ ] 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:                                                    

  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:

                               Lucille Farms, Inc.
Full name of registrant

Former name if applicable
                           150 River Road, PO Box 517
Address of principal executive office (Street and number) 
                           Montville, NJ 07045 
City, State and Zip Code


    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, 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 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.


     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 quarterly report on Form 10-Q is being filed
         late because there were delays in completing the financial statements
         for the quarter ended December 31, 2004


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

              Jay M. Rosengarten                         (973) 334-6030        
                  (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.
                  (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 14, 2005          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.


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