UNITED STATES                        OMB APPROVAL
               SECURITIES AND EXCHANGE COMMISSION        OMB Number: 3235-0058
                     Washington, D.C. 20549            Expires:  March 31, 2006
                                                       Estimated average burden
                           FORM 12b-25                 hours per response...2.50

                                                             SEC FILE NUBMER
                                                             CUSIP NUMBER

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

          For Period Ended: August 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:

     Read attached  instruction  sheet before  preparing  form.  Please print or

     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

Former Name if Applicable

823 11th Avenue
Address of Principal Executive Office (Street and Number)

New York, New York, 10019-3535
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)  The subject annual report,  semi-annual report, transition report
     |         on Form 10-K, Form 20-F, Form 11-K or  Form N-SAR, or Form N-CSR,
[X]  |         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 Forms 10-K, 11-K, 20-F 10-Q, N-SAR,
N-CSR or the transition report portion thereof could not be filed within the
prescribed time period. The Company has requested this extension to enable its
independent auditors to complete their review of the financial statements to be
included in the Form 10-Q for the quarter ended August 31, 2003.

                                    PART IV
                               OTHER INFORMATION

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

      Martin R. Bring                               (212)     278-1736
                       (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
                                                                 [X] Yes  [_] No

     See Attachment A annexed hereto.

     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 October 16, 2003           By /s/ John A. Catsimatidis
    -------------------            ---------------------------------------------
                                   John A. Catsimatidis, 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).

                              GENERAL INSTRUCTIONS

     1.  This  form  is  required  by  Rule  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 Rule 0-3 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 or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.

                                  ATTACHMENT A

     The Company's results of operations have been adversely impacted for the
quarter ended August 31, 2003 by non-cash charges the Company has taken as a
result of (a) a receivable owing to the Company by an affiliate being repaid in
full by another affiliate of the Company (but because of accounting standards
must be treated as a $1.6 million charge to operations offset by an equal
addition to paid in capital), and (b) the expensing of a portion of the costs
incurred by the Company in connection with its efforts to acquire Kings Super
Markets, Inc. In addition, the Company continued to be impacted by promotional
pricing associated with the opening of seven stores during the past twelve
months, as well as the Northeast blackout of August 14 and 15, 2003.
Consequently, the Company anticipates reporting a net loss of approximately
($3,500,000) for the third quarter of fiscal 2003, as compared to a net loss of
($777,000) for the third quarter of fiscal 2002.