TOSCO CORP
NT 11-K, 1999-06-28
PETROLEUM REFINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 12B-25

                                                 Commission File Number 1-13632

                           NOTIFICATION OF LATE FILING

(Check One):   |_| Form 10-K   |x| Form 11-K     |_| Form 20-F    |_|Form 10-Q
               |_| Form N-SAR

         For Period Ended:   DECEMBER 31, 1998

|_|   Transition Report on Form 10-K     |_|   Transition Report on From 10-Q
|_|   Transition Report on Form 20-F     |_|   Transition Report on Form N-SAR
|_|   Transition Report on Form 11-K
         For the Transition Period Ended: __________________________________

 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 item(s) to which the notification relates:________________________
_______________________________________________________________________________

                                     PART I
                             REGISTRANT INFORMATION

Full name of registrant     TOSCO CORPORATION
Former name if applicable

                                      72 CUMMINGS POINT ROAD
Address of principal executive office (STREET AND NUMBER)

                                      STAMFORD, CONNECTICUT 06902
City, state and zip code

                                     PART II
                             RULE 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;
     |
/x/  |  (b) The subject annual report, semi-annual report, transition report on
     |  Form 10-K, 20-F, 11-K or Form N- SAR, or portion thereof will be filed
     |  on or before the 15th 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 Form 10-K, 11-K,
20-F, 10-Q, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period. (Attach extra sheets if needed.)

          Tosco Corporation could not complete its filing on Form 11-K for the
year ended December 31, 1998 because it did not receive the necessary financial
information from the Trustee in a timely fashion.


<PAGE>


                                     PART IV
                                OTHER INFORMATION

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


        SCOTT WILEY                              (602) 728-7570
         (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 the 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.



                                TOSCO CORPORATION
                  (Name of Registrant as Specified in Charter)

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

Date    JUNE 25, 1999                  By: /S/  ROBERT I. SANTO
        --------------------           --------------------------------
                                          Robert I. Santo
                                          Vice President
                                          (authorized officer of registrant)

          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).

                              GENERAL INSTRUCTIONS

          (1) This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.

          (2) One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, DC 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of the public record in the Commission files.

          (3) A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.

          (4) Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.

          (5) ELECTRONIC FILERS. This form shall not be used by electronic
filers unable to timely file a report solely due to electronic difficulties.
Filers unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or Rule 202
of Registration S-T or apply for an adjustment in filing date pursuant to Rule
13(b) of Regulation S-T.



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