Washington, D.C. 20549

                                   FORM 12b-25

                         Commission File Number 0-21168

                           NOTIFICATION OF LATE FILING

(Check One): {_} Form 10-K    {_} Form 11-K    {_} Form 20-F
             {X} Form 10-Q    {_} Form N-SAR

              for Period Ended: March 31, 2001

{_}  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:

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

 Chromatics Color Sciences International, Inc.
 Full Name of Registrant

 Former Name if Applicable

 5 East 80th Street
 Address of Principal Executive Office (Street and Number)

 New York, NY  10021
 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.)

(a)    [   ] The  reasons described in  reasonable  detail in Part III of this
       form could not be eliminated without unreasonable effort or expense;

(b)    [ X ] The subject annual report, semi-annual report,  transition report
       on Form 10-K,  Form 20-F,  Form 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, 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


State below in reasonable detail why the Form 10-K, 11-K, 20-F 10-Q, N-SAR or
the transition  report portion  thereof could not be filed within the prescribed
time period. (Attach extra sheets if needed.)

     Due to the recent reduction in staff and downsizing at the Company, the
     Company was not able to complete the necessary financial statements and
     other disclosures for the accountants in order to complete the 10Q filing
     by May 15, 2001.

                                     PART IV

                                OTHER INFORMATION

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

Darby S. Macfarlane                   (212)      717-6544
(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? {X} Yes {_} 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.

     The Company anticipates taking a $1,000,000 loss from discontinued
     operations resulting from its subsidiary Gordon Laboratories.

                 Chromatics Color Sciences International, 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 16, 2001                          /s/Darby S. Macfarlane
                                            Name:  Darby S. Macfarlane
                                            Title: Chairperson of the Board