WASHINGTON CORP
NT 10-K, 2000-03-29
REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS
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                    FORM 12b-25.--NOTIFICATION OF LATE FILING

                                   FORM 12B-25

                                                          SEC FILE NUMBER 1-7228

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

For Period Ended:  December 31, 1999

[ ] 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:

   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.

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

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

PART I--REGISTRATION INFORMATION

THE WASHINGTON CORPORATION
- --------------------------------------------------------------------------------
Full Name of Registrant

- --------------------------------------------------------------------------------
Former Name if Applicable

4550 MONTGOMERY AVENUE, SUITE 220 NORTH
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

BETHESDA, MD  20814
- --------------------------------------------------------------------------------
City, State and Zip Code


<PAGE>

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 reasonable effort or
               expense;

[ X ]

          b)   The subject annual report, semi-annual report, transition report
               on Form 10-K, Form 20-F, 11-K, Form N-SAR, 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 the Form 10-K, 10-KSB, 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)

                  FINANCIAL STATEMENTS ARE STILL IN REVIEW.

PART IV--OTHER INFORMATION

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

        WILLIAM N. DEMAS               301              657-3640
- ----------------------------------- ----------  --------------------------------
          (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 reports?
                                                        [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 statement 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.

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

<PAGE>


                           THE WASHINGTON 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:    03/28/00

By /s/William N. Demas
  -------------------------------------------------
     WILLIAM N. DEMAS, PRESIDENT

INSTRUCTION: This 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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