UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
SEC FILE NUMBER
NOTIFICATION OF LATE FILING 0-15027
(Check One): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: March 31, 1995
[ ] 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: _______________________
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.
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
Banyan Mortgage Investors L.P. II
_____________________________________________________________________
Full Name of Registrant
______________________________________________________________________
Former Name if Applicable
c/o KPMG Peat Marwick LLP, One Boston Place, Attention:
Mr. Stephen B. Darr
_____________________________________________________________________
Address of Principal Executive Office (Street and Number)
Boston, Massachusetts 02108
_____________________________________________________________________
City, State and Zip Code
PART II - RULES 12b-25(b) AND (c)<PAGE>
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, transition
report on Form 10-K, Form 20-F, 11-K, 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 the Form 10-K, 11-K,
10-Q, N-SAR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach Extra Sheets if
Needed)
Banyan Mortgage Investors L.P. II (the "Partnership") is party
to an arbitration proceeding relating to the termination of the
employment by the Partnership of its former chief executive officer
and president of its general partner and a lawsuit relating to the
termination of an administrative services agreement under which the
Partnership received various administrative and accounting
services. The parties are engaged in negotiations of documentation
to settle the arbitration and the lawsuit. To the knowledge of the
Partnership, such settlement remains subject to documentation and
may also be subject to certain approvals. In addition, because the
Partnership does not control the other parties to the negotiations,
and in view of the current status of such negotiations (which are
not expected to be completed prior to May 15, 1995) and the prior
relations among the parties, no effort or expense of the
Partnership would eliminate the uncertainty as to the success (or
lack of success) of the negotiations or the receipt of necessary
approvals prior to May 15, 1995. If such negotiations are
successful, disclosure with respect thereto would be required under
Part II, Item 1, Legal Proceedings, of the Partnership's report on
Form 10-QSB to be filed for the quarterly period ended March 31,
1995 and elsewhere in such periodic report, including Part I, Item
2, Management's Discussion and Analysis, and there would be a
change in the results of operations reflected by the earnings
statement of the Partnership for such quarterly period by the
recording of a provision for settlement of arbitration and
litigation matters in the approximate amount of $97,450.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification<PAGE>
Timothy M. Lindamood (617) 338-2995
________________________________________________________________
(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 reports) been filed? If 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
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.
See the response to Part III - Narrative set forth above.
________________________________________________________________________
Banyan Mortgage Investors L.P. II
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
BANYAN MORTGAGE INVESTORS L.P. II
By: Banyan Mortgage Investors II, Inc.
General Partner
Date May 15, 1995 By: /s/ Philip H. Brady, Jr.
Acting President and Acting
Chief Financial Officer<PAGE>
