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

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                                 Commission File Number: 0-10832
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(CHECK ONE): [   ] Form 10-K  [   ] Form 20-F [   ] Form 11-K  [ X ] 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:
                                                   ------------------

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Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

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If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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PART I - REGISTRANT INFORMATION

AFP IMAGING CORPORATION
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Full Name of Registrant

N/A
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Former Name if Applicable

250 CLEARBROOK ROAD
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 Address of Principal Executive Office (Street and Number)

ELMSFORD, N.Y. 10523
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City, State and Zip Code


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                       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 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
[X]              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 the reasons 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 its Form  10-Q for the three and six  months
ended December 31, 2008 within the prescribed  time period without  unreasonable
effort and expense because it has devoted all of its attention and energy to the
further  development  of its  business,  its  previously  announced  decision to
explore  strategic  alternatives,  including  a merger  with or  acquisition  by
another entity,  and to its  communications  with its senior secured lender. The
Registrant  is  also  awaiting  final  legal  and   accounting   review  of  the
consolidated  financial  statements and the accompanying  footnotes  prepared in
accordance with Generally Accepted Accounting Principles in the United States.


                          PART IV -- OTHER INFORMATION

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

         Elise Nissen          914                592-6100 x214
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         (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? [ 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.


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                             AFP IMAGING CORPORATION
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                  (Name of Registrant as Specified in Charter)

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

Date:  February 13, 2009                            By:  /s/ Elise Nissen
                                                         ----------------
                                                         Elise Nissen
                                                         Chief Financial Officer


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                            Attachment to Form 12b-25

Part IV - Other Information, Item (3)


It is  anticipated  that the results of operations  for the three and six months
ended  December 31, 2008 will be different  from the  corresponding  period from
2007 because they will reflect: (i) a foreign currency loss on the inter-company
note due to the  devaluation of the Euro relative to the U.S.  dollar during the
three and six months  ended  December  31, 2008 and (ii) a decrease in operating
expenses for the three months ended December 31, 2008  attributable  to the cost
cutting  measures  the  Registrant  implemented  earlier  in this  fiscal  year.
Management needs to complete its review of the consolidated financial statements
and perform any necessary calculations so as to properly report the consolidated
financial  statements and the  accompanying  footnote  disclosures in accordance
with Generally Accepted Accounting Principles in the United States. As a result,
a reasonable estimate of the final results cannot be made at this time.
