UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25
                                                  Commission File Number 1-11460

                           NOTIFICATION OF LATE FILING




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

              For Period Ended:           December 31, 2003

  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: NTN Communications, Inc.

Former Name if Applicable:

Address of Principal Executive Office (Street and Number): 5966 La Place Court

City, State and Zip Code: Carlsbad, California 92008


                       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) [X]

 (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 , 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 of 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 -- NARRATIVE

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

The  Registrant is unable to file its Form 10-K for the year ended  December 31,
2003 within the  prescribed  time period as a  cumulative  result of a number of
factors.  These factors  included the shortened  window for the Registrant as an
accelerated  filer to file its 10-K this year because of changes to the Exchange
Act Rules,  integration of operations and financial reporting as a result of the
Registrant's  acquisition  of  substantially  all of  the  assets  of  Breakaway
International ,Inc., and NTN Interactive Networks, Inc., and the completion of a



registered  stock  offering in January 2004. The diversion of time and effort to
such  activities,  as well as the time and effort to determine  the  appropriate
disclosures and presentation for these developments, together with the shortened
window to file Form 10-K for accelerated  filers have resulted in the Registrant
being  unable to file its Form 10-K for the year ended  December 31, 2003 within
the prescribed time period.


                          PART IV -- OTHER INFORMATION

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

James B. Frakes                   (760)                        929-5263
________________________________________________________________________________
    (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). [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 [ ] 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.


                            NTN Communications, Inc.
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.



Date: March 15, 2004 By /s/ James B. Frakes