RESORT INCOME INVESTORS INC
NT 10-K, 1996-03-29
REAL ESTATE INVESTMENT TRUSTS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   Form 12B-25

                           NOTIFICATION OF LATE FILING

          1-10084                                            761 165 109  
       SEC FILE NUMBER                                      CUSIP NUMBER  


(x) FORM 10-K  ( ) FORM 20-F  ( ) FORM 11-K  ( ) FORM 10-Q  ( ) FORM N-SAR


                   FOR THE PERIOD ENDED:    DECEMBER 31, 1995

If the notification relates to a portion of the filing checked above, identify
the items to which the notification relates:   N/A
                                            --------------------


PART I - REGISTRANT INFORMATION

Full Name of Registrant:  Resort Income Investors, Inc.

Former Name if Applicable:  Not Applicable

Address of Principal Executive Offices:  150 South Wacker Drive,
                                         Suite 2900, Chicago, IL 60606


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)

( ) (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 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.

The Annual Report on Form 10-K of Resort Income Investors, Inc. (the
"Registrant") will not be completed by April 1, 1996, the last day for a timely
filing of such Annual Report for the period ended December 31, 1995.

Additional time is required in order to enable the Registrant to file a complete
and accurate report without unreasonable effort or expense. The Form 10-K will
be filed on or before April 15, 1996 in accordance with Rule 12b-25(b).



PART IV - OTHER INFORMATION

(1)      Name and telephone number of person to contact in regard to this
         notification:

         Roger L. Baker     (312) 683-5520

(2)      Have all other periodic reports under Section 13 or 15(e) 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.


PART IV ITEM (3) - NARRATIVE

The Registrant is awaiting information regarding the valuation of certain
property which acts as collateral for one of the Company's largest loans.  The
independent appraiser retained by the Company to provide these services is
unable to complete its valuation services and report prior to March 31, 1996. 
Upon receipt of the valuation, the Company will determine what adjustments need
to be made to the carrying value of the loan secured by the property, which
adjustments may be material but cannot be determined at this time.  At such
time, the Registrant will complete the preparation of its Annual Report on Form
10-K, which will be filed no later than April 15, 1996.


                          RESORT INCOME INVESTORS, INC.
             (Exact name of Registrant as specified in its charter)


has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.



Date:  March 29, 1996         By:/s/ John R. Young 
                                 -----------------------------------------
                                 John R. Young, Chairman of the Board of
                                 Directors, Chief Executive Officer,
                                 President and Chief Financial Officer




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