SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12b-25

                                                  Commission File Number 1-7013

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

    For Period Ended: November 28, 1999

[ ] Transition Report on Form 10-K         [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-K         [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

    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:  Gristede's Foods, Inc.
Former name if applicable:
Address of principal executive office (Street and number)
         823 Eleventh Avenue
City, state and zip code:
         New York, New York  10019-3535

                                     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.)

               (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
[x]                 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, or portion




                    thereof  will be filed on or before the fifth  calendar  day
                    the 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

     A new general  ledger  software  package was installed by the registrant on
November  1,  1999  in  order  for the  Company's  accounting  system  to be Y2K
compliant.  This resulted in the accounting entries for the fourth quarter being
recorded  on  two  separate  accounting  systems.   The  substantial  amount  of
accounting,  system  and data  processing  changes  and  debugging  required  to
integrate the two systems has taken longer than originally anticipated which has
resulted  in  registrant's  inability  to  have  prepared  all of the  financial
statements in the required time frame and to seek a 15 calendar day extension.

                                     PART IV
                                OTHER INFORMATION

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

     Jay Weil, Esq.             (212)           883-4947
        (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.


                             Gristede's Foods, 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 28, 2000          By: John A. Catsimatidis, Chairman of the Board