ARROW TRANSPORTATION CO
NT 10-K, 1997-03-31
TRUCKING (NO LOCAL)
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         UNITED STATES                                  OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION                 OMB Number:  3235-0058
     WASHINGTON,  D.C. 20549
                                                   Estimated average burden
          FORM 12b-25                               hours per response.....2.50

                                                          SEC FILE NUMBER
   NOTIFICATION OF LATE FILING                               0-21922

                                                           CUSIP NUMBER
                                                            042769109

(CHECK ONE):/XX/ FORM 10-K / / Form 20-F/ / Form 11-K/ /Form 10-Q/ / form N-SAR

           For period ended:  December 31, 1996
                             ------------------------
           [ ] 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 INSTRUCTIONS (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 - REGISTRANT INFORMATION

Full Name of Registrant

         Arrow Transportation Co.
- --------------------------------------------------------------------------------

Former Name if applicable


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

Address of Principal Executive Office (STREET AND NUMBER)

         10145 N. Portland Rd.
- --------------------------------------------------------------------------------

City, State and Zip Code

         Portland, OR 97203
- --------------------------------------------------------------------------------


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
                espense;

         (b)    The subject annual report, semi-annual report, transition report
                on Form 10-K, Form 20-F, Form N-SAR, or portion thereof, will be
                filed on or before the  fifteenth  calendar  day  following  the
                prescribed
[XX]            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, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.  (ATACH EXTRA SHEETS IF NEEDED)
<PAGE>
PERT III -- NARRATIVE


During   December   1996  and  January  1997  the  Company  was   negotiating  a
restructuring of its debt and lease  obligations  with its major creditors.  The
company was  successful  in obtaining  the  agreement of its major  creditors to
restructure many of the company's debt and lease arrangements.  Documentation of
the  modifications  to the many notes and leases was not completed  with certain
creditors until March 1997. The numerous changes to the company's debt and lease
arrangeents   delayed  the   commencement  of  Company's  annual  audit  by  its
independent auditors, Deloitte & Touch LLP, until March 1997. As a Result, as of
March 28, 1997 the independent  aaudit of the Company's  consolidated  financial
statments for the year ended December 31, 1996 is not yet complete.

<PAGE>
PART IV - OTHER INFORMATION

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

   William J. Stanners, Jr.              503                   286-3661
- ------------------------------      ------------     ---------------------------
          (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 reports)  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.


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


                            Arrow Transportation Co.

                --------------------------------------------
                (Name of Registrant as Specified in Charter)

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date March 28, 1997                            By /s/ William J. Stanners, Jr.
     --------------                               ----------------------------


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 this form.

                               CRIMINAL ATTENTION
           INTENTIONAL MISSTATEMENTS OR OMISSSIONS OF FACT CONSTITUTE
                    FEDERAL VIOLATIONS (SEE 18 U.S.C. 1001).


                               GENERAL INFORMATION

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  reord 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 emended 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 or apply  for an  adjustment  in  filing  date
     pursuant to Rule 13(b) of Regulation S-T.


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