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                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549
                                  FORM 12b-25
                          NOTIFICATION OF LATE FILING

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

     For Period Ended:  March 2, 1996

     (X)  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: December 31, 1996
                                      -----------------
________________________________________________________________________________
Read Instruction (no 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:

________________________________________________________________________________

                                       1

 
PART I - REGISTRANT INFORMATION

ATLAS CORPORATION
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Full Name of Registrant

________________________________________________________________________________
Former Name if Applicable

370 17th Street, Suite 3050
- --------------------------------------------------------------------------------
Address of Principal Executive Office (Street and Number)

Denver, Colorado  80202
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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;

[x]  (b)  The subject annual report, semi-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.

Part III -- NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q, N-
SAR, or the transition report, or portion thereof, would not be filed within the
prescribed time period.

  The Registrant has recently acquired a subsidiary in Bolivia, South America. 
The Registrant has had a delay in the completion of the audit of the subsidiary 
and as such the Registrant's auditors are not yet able to give their opinion on 
the Registrant's financial statements. The Registrant expects to resolve this 
issue within the 15 day extension period.
    
Part IV -- OTHER INFORMATION

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

                                       2

 
      James R. Jensen                        (303)            629-2429
     ------------------------------------   -------------  ---------------------
     (Name                                   (Area Code)     (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) 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?:

                             [   ]  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.

During the fiscal year ended March 2, 1996, the Company experienced 
significant changes in its business and results of operations as compared to its
fiscal year ended February 25, 1995. Such changes have resulted from the 
significant number of acquisitions completed by the Company during the fiscal 
year (certain of which have been accounted for as a pooling of interests), and 
from certain charges and expenses related to acquisitions.


                               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:    March 26, 1997          By:  /s/ 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).

                                       3

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

                             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).

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