ILX INC/AZ/
8-A12G, 1995-08-01
REAL ESTATE DEALERS (FOR THEIR OWN ACCOUNT)
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington D.C. 20549

                                    FORM 8-A

                     For Registration of Certain Classes of
                 Securities Pursuant to Section 12(b) or 12(g)
                     of the Securities Exchange Act of 1934


                                ILX INCORPORATED
           (formerly International Leisure Enterprises Incorporated)
             (Exact name of registrant as specified in its charter)

         ARIZONA                           6531                  86-0564171
-------------------------------   ------------------------  -------------------
(State or other jurisdiction of      (Primary Standard        (I.R.S. Employer
incorporation or organization)   Industrial Classification   Identification No.)
                                       Code Number) 

                            2777 East Camelback Road
                             Phoenix, Arizona 85016
                                 (602) 957-2777

     If this  Form  relates  to the  registration  of a class  of debt
     securities  and is  effective  upon  filing  pursuant  to General
     Instruction A(c)(1) please check the following box.               [ ]

     If this  Form  relates  to the  registration  of a class  of debt
     securities  and is to become  effective  simultaneously  with the
     effectiveness  of a concurrent  registration  statement under the
     Securities  Act of 1933 pursuant to General  Instruction  A(c)(2)
     please check the following box.                                   [X]

Securities to be registered pursuant to Section 12(b) of the Act: 
Not Applicable

Securities to be registered pursuant to Section 12(g) of the Act: 
10% Convertible Adjustable Secured Bonds


                           Description of Securities

The description of the Convertible  Adjustable Secured Bonds registered pursuant
to this Registration Statement on Form 8-A is incorporated by reference from the
Registration  Statement on Form S-2 filed by the Company with the  Commission on
even date  herewith and from any  prospectus  subsequently  filed by the Company
pursuant  to Rule 424 (b)  under  the  Securities  Act and with  respect  to the
Company's Registration Statement on Form S-2 filed on even date herewith.

                                    Exhibits

The  following   Exhibits  are  filed  with  this   Registration   Statement  or
incorporated by reference as indicated:

     Indenture  between ILX  Incorporated  and U.S.  Trust  Company of
     California,  N.A., as Trustee,  incorporated  by reference to the
     Registration  Statement on Form S-2 filed with the S.E.C. of even
     date herewith.



         Pursuant to the  requirements of Section 12 of the Securities  Exchange
Act of 1934, the registrant  has duly caused this  registration  statement to be
signed on its behalf by the undersigned, thereto duly authorized.


         Dated August 1, 1995.

                                     ILX INCORPORATED




                                     By:  /s/ Nancy J. Stone
                                        ______________________________________
                                        Nancy J. Stone, Chief Financial Officer





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