WESTOWER CORP
NT 10-Q, 1999-05-17
WATER, SEWER, PIPELINE, COMM & POWER LINE CONSTRUCTION
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
                                                           
                                  FORM 12b-25
                                                           +------------------+
                          NOTIFICATION OF LATE FILING      | SEC FILE NUMBER  |
                                                           |                  |
(Check One): [ ] Form 10-K  [ ] Form 20-F   [ ] Form 11-K  |     1-132963     |
             [X] Form 10-Q  [ ] Form N-SAR                 +------------------+ 
                                                           
For Period Ended:                  
                                                           
                [ ] 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: ________________________  

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

Westower Corporation
- --------------------------------------------------------------------------------
Full Name of Registrant

Not applicable
- --------------------------------------------------------------------------------
Former Name if Applicable 

7001 NE 40th Avenue
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Vancouver, WA 98661
- --------------------------------------------------------------------------------
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 thereof, will be
    |      filed on or before the fifteenth calendar day following the
[X] |      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, or the transition report or portion thereof, could not be filed within 
the prescribed time period. (Attach Extra Sheets if Needed)

        As previously announced, the Company has been engaged in discussions
        concerning a possible business combination. On May 17, the Company
        annouced that such discussions had culminated in the execution of a
        definitive Agreement and Plan of Merger between the Company and
        SpectraSite Holdings, Inc. During the course of the discussions, the
        Company's accounting efforts were focused primarily on matters related
        to the merger. As a result, the Company is unable to file its Form 10-Q
        for the quarterly period ended March 31, 1999 on May 17, 1999.


<PAGE>


PART IV - OTHER INFORMATION

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

     Peter Lucas                          604                  576-4755
     ----------------------------    --------------    -------------------------
               (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  [X] 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.
================================================================================

                             Westower Corporation
          -----------------------------------------------------------
                 (Name of Registrant as Specified in Charter)

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

Date: May 17, 1999                    By: /s/ Peter Lucas
      ------------------------------      --------------------------------------
                                          Peter Lucas, Chief Financial Officer
                                          
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).         |
+------------------------------------------------------------------------------+



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