UNITED STATES
 OMB APPROVAL
 
  SECURITIES AND EXCHANGE COMMISSION
 OMB Number:           3235-0058
 
  Washington, D.C. 20549
 Expires:                 June 30, 2009
   
 Estimated average burden
   
 hours per response . . . . . . . 2.50
     
 
 FORM 12b-25
 SEC FILE NUMBER
   
               0-33505
     
 
  NOTIFICATION OF LATE FILING
 CUSIP NUMBER
   
                                                   
 
  (Check one):
 
 Form 10-K
 
 Form 20-F
  X
 Form 11-K
 
 Form 10-Q
 
 Form 10-D
 
 Form N-SAR
 
   Form N-CSR
                             
   
 For Period Ended:  
December 31, 2008     
   
                             
   
  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 Instruction (on back page) 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

Huntingdon Life Sciences, Inc. Savings and Investment Plan
 
Full Name of Registrant
                                                                                                                                                                                 
Former Name if Applicable

PO BOX 2360, METTLERS ROAD
Address of Principal Executive Office (Street and Number)

EAST MILLSTONE, NEW JERSEY 08875-2360
  City, State and Zip Code
 
PART II — RULES 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 reason 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, Form 11-K, Form N-SAR or Form N-CSR, 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 subject distribution report on Form 10-D, 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 why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

The Registrant is unable to file, without unreasonable effort and expense, its Form 11-K for the period ended December 31, 2008. The Registrant has incurred a delay in assembling the information required to be included in such report.
 
(Attach extra Sheets if Needed)

PART IV — OTHER INFORMATION
 
(1)  
Name and telephone number of person to contact in regard to this notification
 
Mark Bibi
 
732
 
649-9961
 (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 answer is no, identify report(s).

 
Yes  X
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
  No  X
 


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.
 
 
 
Huntingdon Life Sciences, Inc.
Savings and Investment Plan
 
 
 (Name of Registrant as Specified in Charter)
 

has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.  
 
 Date
  June 29, 2009
 
 By
 /s/    Mark Bibi
       
 Name   Mark Bibi
       
 Title   Secretary and General Counsel
 
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.  
ATTENTION
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 (17 CFR 240.12b-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 reports within the time period prescribed due to difficulties in electronic filing should
 
    comply with either Rule 201 or Rule 202 of Regulation S-T (§232.201 or §232.202 of this chapter) or apply for an
 
    adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (§232.13(b) of this chapter).
 
6. Interactive data submissions. This form shall not be used by electronic filers with respect to the submission or posting of
 
    an Interactive Data File (§232.11 of this chapter). Electronic filers unable to submit or post an Interactive Data File within
 
    the time period prescribed should comply with either Rule 201 or 202 of Regulation S-T (§232.201 and §232.202 of this
 
    chapter).
 
 
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