SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
Commission File Number 0-16856
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: December 31, 1998
[ ] 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 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: RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
Former Name if Applicable:
Address of Principal Executive
Office (Street and Number): 411 WEST PUTNAM AVE, SUITE 270
City, State and Zip Code: GREENWICH CT 06830
________________________________________
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 12(b)-25(b), the following should be completed. (Check
appropriate box).
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[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 or 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, 20-F,
11-K, 10-Q, N-SAR, or the transition report or portion thereof
could not be filed within the prescribed period.
As a result of certain developments regarding a sale of an investment
in mortgage loan on March 30, 1999, Registrant has not been able to prepare its
Annual Report on Form 10-K for the year ended December 31, 1998 without
unreasonable effort or expense. Such Annual Report will be filed by April
15, 1999.
_________________________________________
Part IV -- Other Information
_________________________________________
(1) Name and telephone number of person to contact in regard
to this notification:
Allan Rothschild (203) 862-7051
(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
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(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.
RESOURCES ACCRUED MORTGAGE INVESTORS 2 L.P.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 1999 Resources Accrued Mortgage Investors 2 L.P.
By: RAM Funding, Inc.
Managing General Partner
/s/ Allan B. Rothschild
-----------------------
Allan B. Rothschild
President
