WASHINGTON, DC 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                     Commission File No. 1-7013

      |X| Form 10-K | | Form 20-F | | Form 11-K | | Form 10-Q | | Form NSAR

For the period ended: November 30, 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 NSAR

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 related to a portion of the filing checked above, identify
the item(s) to which 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 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 of
         Forms 10-K, 10-KSB, 20-F, 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, 10-QSB, 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-Narrative

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-QSB, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.

The Company has requested this extension to enable the Company to complete
certain amendments and a three-year extension to its bank agreement and for its
independent auditors to complete their review of the financial statements to be
included in the Form 10-K for the fiscal year ended November 30, 2003.

Part IV-Other Information

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

Martin R. Bring, Esq.                  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?
                      |X| Yes | | No   If the answer is no, identify report(s)

 (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
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.

Primarily because of (i) certain non recurring charges totaling $6.5 million to
the Company's statement of operations during fiscal 2003, (ii) initial pre-store
opening costs and promotional pricing associated with the opening of 7 new
stores during the period commencing the fourth quarter of fiscal 2002 through
the second quarter of fiscal 2003, and (iii) a decline in same store sales
during fiscal 2003 versus fiscal 2002, which factors were offset by (iv) a gain
from the August 14, 2003 "Northeast blackout" because inventory perished during
the Blackout was insured for its retail sale price, the Company anticipates
reporting a net loss of approximately $12 million for fiscal 2003 as opposed to
a net loss of $926,000 for fiscal 2002. Approximately $4 million of the non
recurring charges to the fiscal 2003 statement of operations were owing to cash
received by the Company from affiliates pursuant to prior agreements. Because
such payments were received from affiliates, instead of unrelated third parties,
the Company was required to account for such payments as charges to the
statement of operations offset by equal contributions to additional

                             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: March 2, 2004                         By:/s/ John A. Catsimatidis
                                               John A. Catsimatidis
                                               Chairman of the Board

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).