U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
/x/ Form 10-K and Form 10-KSB
For Calendar Year Ended: December 31, 1996
PART I - REGISTRANT INFORMATION
Medical Equipment Income Fund Limited Partnership
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(full name of registrant)
One Whitehall Street, Suite 1500, New York, NY 10004
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(address of principal executive office)
PART II - RULES 12b-25(b) and (c)
(b) The subject annual report, on Form 10-KSB40 will be filed on or before
the fifth calendar day following the prescribed due date.
PART III
Due to delays in receipt of reviewed financials from the partnership's
outside auditor, Grant Thornton, and the need for adequate review by
management of suggested subsequent event disclosure for the dissolution of
the entity, the Partnership is in need of requesting an extension to file.
PART IV - OTHER INFORMATION
1. Name and telephone number of person to contact in regard to this
notification:
Eric Gaffin 212-859-0241
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Name (Area code and 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 3 months or for such shorter period that the
registrant was required to file such report(s) been filed?
/x/ Yes
3. Is it anticipated that any significant change in results of operations
from
the corresponding period for the latest quarter will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
/x/ No
Medical Equipment Income Fund Limited Partnership has caused this notification
to be signed on its behalf by the undersigned thereunto duly authorized.
March 31, 1997
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Date
BY: /s/ Eric Gaffin
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Eric Gaffin
Acting Controller
Medical Equipment Income Fund Limited Partnership