BOETTCHER PENSION INVESTORS LTD
NT 10-Q, 1995-06-14
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549


                                  FORM 12B-25

                                               Commission File Number 0-13219



                          Notification of Late Filing


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

For period ended:  4-30-1995


( ) 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:  


         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:      Boettcher Pension Investors Ltd.

Former name if applicable:
                

Address of principal executive office (Street and Number):

77 West Wacker Drive


City, State and Zip Code:  Chicago, IL  60601


                                    12b25-1





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                       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 where appropriate.)

(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.)

    "The operations of the Managing General Partner of the Registrant
    (Boettcher Properties, Ltd.) were recently moved from Denver, Colorado to
    Chicago, Illinois. This transition involved transferring both financial and
    property management functions of key personnel to new personnel. In doing
    so, the Registrant and Managing General Partner are hesitant to file the
    Form 10-Q until upper management and outside legal counsel have sufficient
    time to review the filing. The Registrant believes that this will be
    completed no later than June 19, 1995."


                         PART IV.  OTHER INFORMATION

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

        Debbie Hickey                     312       574-5383
- ---------------------------------------------------------------------------
          (Name)                      (Area Code) (Telephone Number)

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





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         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.


                       Boettcher Pension Investors Ltd.
                 ------------------------------------------
                 (Name of Registrant as Specified in Charter)

Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.



Date:   June 14, 1995                      By:  Thomas M. Mansheim 
     -----------------------------         -----------------------------
                                           Treasurer Boettcher Properties Ltd
                                            





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