SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, DC 20549
                                  ________

                                 FORM 12b-25
                                   ________
                                               Commission File Number 333-42607

                         NOTIFICATION OF LATE FILING

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

For Period Ended: December 31, 1999
                  ---------------------------------------
[ ] Transition Report on Form 10-K        [ ] Transition Report on Form 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: Not Applicable.
                                 -------------------------
       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: Not Applicable.
                                                        --------------------
- -------------------------------------------------------------------------------

                          PART I.  REGISTRANT INFORMATION

Full name of registrant     GEOLOGISTICS CORPORATION
                        ------------------------------------

Former name if applicable

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

Address of principal executive office (STREET AND NUMBER)

1251 East Dyer Road, Suite 200
- -------------------------------------------------------------------------------
City, State and Zip Code    Santa Ana, California 92705
                         --------------------------------------

                        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 appropriate box.)

[X]    (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.)

          We are not able to file our Form 10-K within the prescribed period.
We are in the process of negotiating with a new lender a credit agreement
that will replace our existing credit agreement. This replacement agreement,
if completed, will have a positive impact on our financial condition by
allowing a new three year period for our revolving credit facility.

                            PART IV.  OTHER INFORMATION

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

        Janet Helvey                         714              513-3114
- ------------------------------------------------------------------------------
           (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?
                                                            [X] Yes  [ ] No

     The company anticipates an increased net loss applicable to common stock
in the year ended December 31, 1999 compared to a net loss applicable to
common stock in the year ended December 31, 1998 consistent with results
reported in the first 3 quarters of 1999.

     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.

                            GEOLOGISTICS 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 March 29, 1999                    By /s/ Janet Helvey
                                          ----------------
                                          Janet Helvey
                                          Senior Vice President

     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).



                                      -2-




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

(Form 12b-25-07/98)



                                       -3-