ATLAS CORP
NT 10-Q, 1997-05-15
GOLD AND SILVER ORES
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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 12b-25             ------------------
                                                           SEC FILE NUMBER
                         NOTIFICATION OF LATE FILING      ------------------
                                                          ------------------
                                                            CUSIP NUMBER
                                                          ------------------

(Check One): [ ]Form 10-K [ ]Form 20-F [ ]Form 11-K [X] Form 10-Q [ ] Form N-SAR
             For Period Ended:  March 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: 
                                              ----------------------------------

- --------------------------------------------------------------------------------
 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 HERE.
- --------------------------------------------------------------------------------

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
   Atlas Corporation
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Former Name if Applicable

- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)
   370 - 17th Street, Suite 3050, Denver, Colorado  80202
- --------------------------------------------------------------------------------
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
 [X]        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 II - 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.

                         SEE ATTACHED NARRATIVE SHEET

                                                 (ATTACH EXTRA SHEETS IF NEEDED)

                                                                 SEC 1344 (6/94)

<PAGE>
PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this 
    notification
       James R. Jensen                303                    629-2440
- ---------------------------------  -----------   ------------------------------
           (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.

================================================================================

                               Atlas 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 15, 1997                    By /s/ James R. Jensen
     --------------------------------         ----------------------------------
                                                  James R. Jensen, Treasurer

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 (17 CFR 240.12b-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, D.C. 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 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
   Regulation S-T ((S)232.201 or (S)232.202 of this chapter) or apply for an
   adjustment in filing date pursuant to Rule 13(b) of Regulation S-T
   ((S)232.13(b) of this chapter).



<PAGE>
 
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 12B-25

                          NOTIFICATION OF LATE FILING
- --------------------------------------------------------------------------------

PART III -- NARRATIVE


THE REGISTRANT IS UNABLE TO COMPLETE VERIFICATION ON A TIMELY BASIS OF FINANCIAL
INFORMATION FOR THEIR BOLIVIAN SUBSIDIARY WITHOUT UNREASONABLE EFFORT OR 
EXPENSE.

REGISTRANT EXPECTS TO RESOLVE THIS ISSUE WITHIN THE 5 CALENDAR DAY EXTENSION 
PERIOD.


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