NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB

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

FORM 12B-25

NOTIFICATION OF LATE FILING

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

For Period Ended: March 31, 2004

[ ] 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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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.
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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

EMCORE Corporation
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Full Name of Registrant

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Former Name if Applicable

145 Belmont Drive
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Address of Principal Executive Office (Street and Number)

Somerset, New Jersey 08873
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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 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,11-K or Form N-SAR, or portion
[X] 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 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, or the transition report portion thereof, could not be filed within the
prescribed time period.


EMCORE has determined, based on consultation with its auditors, that the gain
realized upon the retirement in February 2004 of approximately $146 million
aggregate principal amount of its 5% Convertible Subordinated Notes due May 2006
in exchange for approximately $80.3 million of its new 5% Convertible Senior
Subordinated Notes due May 15, 2011 and approximately 7.7 million shares of its
common stock should be classified as other income (under "Other expenses")
rather than as operating income (under "Operating expenses") in its statement of
operations. Accordingly, we require additional time to revise our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2004. This reclassification
does not affect EMCORE's balance sheet or statement of cash flows and has no
effect on our previously reported earnings per share or net worth. We expect to
file this Form 10-Q shortly.

PART IV-- OTHER INFORMATION

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