BOETTCHER PENSION INVESTORS LTD
NT 10-K, 1998-01-30
REAL ESTATE
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                                                                |   0-13219    |
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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   [ ] Form 11-K
             [ ] Form 10-Q  [ ] Form N-SAR

For Period Ended: October 31, 1997
                  ----------------------------

[ ] 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:_____________________________________________

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  Read Instruction (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.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:__________________________________

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PART I - REGISTRANT INFORMATION


 Boettcher Pension Investors, Ltd.
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Full Name of Registrant


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Form Name if Applicable


 77 West Wacker Drive
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Address of Principal Executive Office (Street and Number)


 Chicago, Illinois  60601
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City, State and Zip Code
<PAGE>
 
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PART II - RULES 12b-25(b)(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)

[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, 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 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 Forms 10-K, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed with the
prescribed time period. (Attach Extra Sheets if Needed)

Subsequent to the expiration of Boettcher Pension Investors, Ltd.'s (the
"Partnership") 10-K reporting period, certain material events occurred with
regard to the pending sale of the Partnership's remaining property, Parkway
Village Shopping Center, ("Parkway").  The sale of Parkway was finalized by the
Managing General Partner of the Partnership on January 28, 1998.  As Parkway is
the remaining asset of the Partnership, the  Partnership expects that the
occurrence of this event will necessitate significant changes in the
Partnership's draft 10-K.

Due to the fact that the Partnership received the information two days prior to
its 10-K reporting deadline, the Partnership could not, without unreasonable
effort and expense, update its draft 10-K in a manner sufficient to meet both
its disclosure obligations and the filing deadline.
<PAGE>
 
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) 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 answer is
     no, identify report(s).                                [X] Yes [ ] No

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(3)  Is it anticipated that any significant changes 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.

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

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

Date           1/30/98                  By /s/ Thomas M. Mansheim
    ------------------------------        --------------------------------------
                                           Treasurer, BPL Holdings, Inc.
                                           (Principal Financial and Accounting 
                                            Officer of the Partnership)

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).         |
+------------------------------------------------------------------------------+

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




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