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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 12B-25

                                                  Commission File Number 0-22906

                           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,  2000
                   ---------------------

[   ]  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:

     Read  attached  instruction  sheet  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  ABC-NACO  Inc.
                            --------------

Former  name  if  applicable

Address  of  principal  executive  office  (Street  and  number)
2001  Butterfield  Road,  Suite  502
City,  State  and  Zip  Code  Downers  Grove,  Illinois  60515

                        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 of thereof could not be filed
within  the  prescribed  time  period.  (Attach  extra  sheets  if  needed.)

     Completion  of  the  financial  statements  for the year ended December 31,
2000, requires resolution of several reporting matters, including those relating
to  the  Company's  sale  of  its  Signal division in late February 2001 and the
Company's  credit  facilities.

                           PART IV.  OTHER INFORMATION

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

  J.  P.  Singsank               630-852-1300
  ----------------               ------------
(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?
                                                             [   ] 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.

                                   SIGNATURES

  ABC-NACO  Inc.
  --------------
(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  30,  2001

By:
J. P.  Singsank
Senior  Vice  President  and  Chief  Financial  Officer