OLD STONE CORP
NT 10-K, 1999-04-01
SAVINGS INSTITUTION, FEDERALLY CHARTERED
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

                                  (Check One):

 [X] Form 10-K   []   Form 20-F   []   Form 11-K   []  Form 10-Q  []  Form N-Sar


       For Period Ended:                  December 31, 1998 

       [ ] 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 related to a portion of the filing checked above,
         identify the Item(s) to which the notification relates:      N/A

Part I -- Registrant Information

Full Name of Registrant:                   Old Stone Corporation
Former Name if Applicable:                 N/A
Address of Principal Executive Office:     957 Warren Avenue
                                           East Providence, Rhode Island  02914

Part II -- Rules 12b-25(b) and (c)

The Registrant  seeks relief  pursuant to Rule  12b-25(b)  because the Form 10-K
could not be timely filed without unreasonable effort or expense. The Registrant
further represents that:

       [ ] The  reasons  described  in  Part  III  of  this  form  could  not be
eliminated without unreasonable effort or expense;

       [X] The subject  annual  report on Form 10-K will be filed on or before
the fifteenth calendar day following the prescribed due date;

       [ ]  The  accountant's  statement  or  other  exhibit  required  by  Rule
12b-25(c) has been attached.

Part III -- Narrative

       On September 16, 1992, Old Stone  Corporation  ("OSC") and Old Stone Bank
(the  "Bank")  (collectively,  the  "Plaintiffs")  instituted a suit against the
United States  ("Defendant") in the U.S. Court of Federal Claims. On January 29,
1993, the Office of Thrift Supervision ("OTS") declared the Bank,  insolvent and
appointed the Resolution Trust Company ("RTC") as receiver (the "Bank Closing").
Following the Bank  Closing,  the Bank's claims and the claims of OSC were split
into two separate actions.  On February 27, 1998, OSC filed a motion for summary
judgment,  which the  Defendant is  opposing.  There are several  similar  cases
pending  before the U.S. Court of Federal  Claims.  OSC's case is dependent upon
the outcome of other cases which are currently being, or will soon be, litigated
on damages.  No  prediction as to the timing or the outcome of OSC's case can be
made at this time.  Due to the  unpredictability  of the outcome,  the financial
statements  of OSC  have  not  been  finalized  and,  therefore,  the  financial
information required by Form 10-K cannot be obtained.

Part IV -- Other Information

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

          Christine M. Marx, Esq.                        (973) 376-7700
              (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?

                                                      [ 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

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

                                                 OLD STONE CORPORATION


Date:  March 31, 1998                            By:  /s/ Bernard V. Buonanno
                                                   -----------------------------
                                                      Bernard V. Buonanno
                                                      Chairman



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