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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
SEC FILE NUMBER: 1-10004
CUSIP NUMBER: 872527106
NOTIFICATION OF LATE FILING
(Check One):
[X] Form 10-K and Form 10-KSB [_] Form 20-F [_] Form 11-K [_] Form 10-Q and
Form 10-QSB
[_] Form N-SAR
For Period Ended: December 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: _________________________
_______________________________________________________________________________
Nothing in this Form shall be construed to imply that the Commission has
verified any information contained herein.
_______________________________________________________________________________
If the notification related to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
_______________________________________________________________________________
Part I - Registrant Information
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Full Name of Registrant: TIS MORTGAGE INVESTMENT COMPANY
Former Name if Applicable: n/a
655 Montgomery St. Suite 800,
______________________________
Address of Principal Executive Office (Street and Number)
San Francisco, California 94111
_______________________________
City, State and Zip Code
_______________________________________________________________________________
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Part II - Rules 12b-25 (b) and (c)
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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, Form 20-F, 11-K or 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 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.
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Part III - Narrative
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State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
thereof, could not be filed within the prescribed period.
The Registrant is currently in the process of making final revisions to
Items 1 through 14 of its Form 10-K. Due to a sudden illness and death in
the immediate family of the Principal Financial Officer, certain pertinent
information has been unavailable for incorporation into the document in
time for filing on March 31, 1997.
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Part IV - Other Information
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(1) Name and telephone number of person to contact in regard to this
notification
John E. Castello (415) 393-8000
_____________________________________________________________
(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
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(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.
TIS Mortgage Investment Company
________________________________________________
(Name of Registrant as Specified in its Charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1998
By /s/ John E. Castello
_________________________________
Name: John E. Castello
Title: Executive Vice President
and Chief Financial Officer
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