CRESTED CORP
NT 10-K, 1997-08-29
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                   Form 12b-25
                    [As last amended in Release No. 34-35113,
                        December 19, 1994, 59 F.R.67742.]

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM B-25

                           NOTIFICATION OF LATE FILING
                                  (Check One):

[ X ]Form 10-K [ ] Form 20-F [ ]Form 11-K [ ]Form N-SAR

     For Period Ended:  MAY 31, 1997
     [ ] 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 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 Items(s) to which the notification relates.

- --------------------------------------------------------------------------------

Part I - Registrant Information
- --------------------------------------------------------------------------------

Full name of Registrant       CRESTED CORP.

Former Name if Applicable

Address of Principal Executive Office (Street and Number)

                               877 NORTH 8TH WEST

City, State and Zip Code      RIVERTON, WY 82501




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Part II - Rules b-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 b-25(b),  the following should
be completed. (Check box if appropriate)

        (a) The reasons  described in reasonable  detail in Part II 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,
[X]  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 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 b-25(c)
     has been attached if applicable.

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Part III - Narrative
- --------------------------------------------------------------------------------

State below in reasonable  detail the reasons why Form 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.

     During the fiscal year ended May 31, 1997,  transactions  were completed or
events occurred which were of material  importance to the registrant,  including
financing of its gold company  affiliate and a concomitant  restructuring of the
affiliate's  capital  structure.  Approximately  $4 million was  received by the
registrant  and its affiliate  U.S.  Energy Corp.  ("USE") in connection  with a
partial  resolution of the  arbitration  proceedings  involving  Sheep  Mountain
Partners  partnership  ("SMP").  Both of the  described  matters  have  required
extensive  research by the registrant  and its audit firm (Arthur  Andersen LLP)
into applicable accounting theories and standards, to determine the proper means
of accounting for the matters.

     The  registrant  and USE have  been  involved  in  responding  to  numerous
requests  from the Internal  Revenue  Service  relating to the audits for fiscal
1993 through 1996.





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     Subsequent  to the  fiscal  year end,  registrant  and USE  entered  into a
comprehensive  Acquisition  Agreement to acquire the interest  Kennecott Uranium
Company owns in the Green Mountain  Mining  Venture.  This Agreement was entered
into on June 23, 1997 after over eight  months of  negotiating  and drafting the
Agreement  which  required  a  substantial  amount  of  time  of the  legal  and
accounting  staffs of the  registrant and USE. This  transaction  was previously
reported on Form 8-K filed on July 7, 1997.

     In addition,  a  significant  change has  occurred in the  personnel at the
audit firm who have worked on the registrant's account. The former audit manager
and the tax  manager  both  left the audit  firm,  and new  personnel  have been
assigned;  significant  registrant  accounting  personnel  time has  been  spent
recently introducing the new personnel to the registrant's systems and policies.
Also,  the audit firm  partner was rotated off the  registrant's  account  after
several years at that position,  in accordance with standing rotation polices of
the audit firm.

     The  compounded  result of the  foregoing  has been delays in resolution of
complex  accounting  issues.  The registrant does not have its audited financial
statements  from the audit firm,  as of the date of this Notice.  No part of the
Annual  Report  on Form 10-K  should  be filed  without  the  audited  financial
information.

     The  registrant  will file the Form 10-K Report on or before  September 13,
1997. 
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Part IV - Other Information
- --------------------------------------------------------------------------------

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

          STEPHEN E. ROUNDS       (303) 377-6997

     (2) Have all other period 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 the answer is no,
identify reports(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




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     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.

     The  registrant   estimates  its  fiscal  1997  results  will  show  a  net
consolidated loss before equity loss of approximately $862,400,  compared with a
consolidated  net loss  before  minority  interest  income  and  equity  loss of
$811,000  for  fiscal  1996.  The 1997  loss  after  equity  loss,  is a loss of
approximately  $1,334,600  compared with a loss of  $1,168,900  for fiscal 1996.
Explanation of the components of the fiscal 1997 earnings (loss) results will be
disclosed in the MD&A to be filed with the 1997 Form 10-K Report.



                                  CRESTED CORP.
             -------------------------------------------------------
                  (Name of Registrant as specified in charter)

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



Date:  August 29, 1997       By:    /s/ Robert Scott Lorimer
      -------------------        ----------------------------------
                                    ROBERT SCOTT LORIMER,
                                    Treasurer and CFO,




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