FIRST CAPITAL INCOME & GROWTH FUND SERIES XII
15-12G, 2000-12-22
REAL ESTATE
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                                    FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                               Commission File Number    0-16888

               First Capital Income and Growth Fund - Series XII
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             (Exact name of registrant as specified in its charter)

      Two N. Riverside Plaza, Suite 600, Chicago, IL 60606  (312) 207-0020
--------------------------------------------------------------------------------
         (Address, including zip code, and telephone number, including
             area code of registrant's principal executive offices)

                       Limited Partnership Assignee Units
--------------------------------------------------------------------------------
            (Title of each class of securities covered by this Form)

                                      None
--------------------------------------------------------------------------------
          (Titles of all other classes of securities for which a duty
             to file reports under section 13(a) or 15(d) remains)

     Please place an X in the box(es) to designate the appropriate rule
provision(s) relied upon to terminate or suspend the duty to file reports:

     Rule 12g.4(a) (1) (i)  [X]       Rule 12h.3(b) (1) (ii)  [ ]
     Rule 12g.4(a) (1) (ii) [ ]       Rule 12h.3(b) (2) (i)   [ ]
     Rule 12g.4(a) (2) (i)  [ ]       Rule 12h.3(b) (2) (ii)  [ ]
     Rule 12g.4(a) (2) (ii) [ ]       Rule 15d.6
     Rule 12h.3(b) (1) (i)  [ ]

     Approximate number of holders of record as of the certification or notice
date:     none

     Pursuant to the requirements of the Securities Exchange Act of 1934, First
Capital Income and Growth Fund - Series XII has caused this certification/notice
to be signed on its behalf by the undersigned duly authorized person.

                                    By:  First Capital Financial Corp.
                                         as General Partner

DATE     December 22, 2000          By   /s/Norman M. Field
      ----------------------             ---------------------
                                         Norman M. Field
                                         Vice President/Treasurer


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