<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number 33-3377 LA
[Check One]:
[X ] Form 10 K [ ] Form 20 F [ ] Form 11 K [ ] Form 10 Q [ ] Form N-SAR
For the Period Ended: December 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 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 items to which the notification relates:
PART -- REGISTRANT INFORMATION
Full Name of Registrant:
WHITEHALL INCOME FUND-86, A CALIFORNIA LIMITED PARTNERSHIP
Former Name if Applicable:
Address of Principal Executive Office:
6418 E. Tanque Verde Road
City, State and Zip Code:
Tucson, AZ 85715
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)
[X] (a) The reasons described in reasonable detail in Part
III of this form could not be eliminated without
unreasonable effort and expense;
[X] (b) The subject annual report , semi-annual report,
transition report on Form 10-K, Form 20-F, Form 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 date; and
[ ] (c) The accountant's statement or other exhibit required
by Rule 12b-25 (c) has been attached if applicable.
<PAGE> 2
PART III -- NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, Form 20-F, Form
11-K, Form 10-Q, Form N-SAR, or transition report or portion thereof, could not
be filed within the prescribed time period.
Information required by the outside auditors from legal counsel has not yet been
received. This information is vital to the completion of the accountant's
statement and could not be obtained without unreasonable effort and expense.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Jane Shera 520 750-0500
(Name) (Area Code) (Telephone Number)
(2) Have all the other periodic reports required under Section 13 or 15(d)
of the Securities and 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 statement 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.
WHITEHALL INCOME FUND '86, A CALIFORNIA LIMITED PARTNERSHIP
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereto duly authorized.
Date: March 31, 1998 By: /s/ Jack C. West
Managing Member of the General Partner
