SEC FILE NUMBER
0-8952
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CUSIP NUMBER
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): / /Form 10-K / /Form 20-F / /Form 11-K /X/Form 10-Q / /Form N SAR
For Period Ended: September 30, 1997
___________________________________________
[ ] 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 Instruction (on back page) 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:
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PART 1 - REGISTRANT INFORMATION
Full Name of Registrant
Former Name if Applicable
SB Partners
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Address of Principal Executive Office (Street and Number)
666 Fifth Avenue
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City, State and Zip Code
New York, New York 10103
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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 or 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.
654773.1
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PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-RSB,
20F, 11-K, 10-Q and Form 10-QSB, N- SAR, or the transition report or portion
thereof, could not be filed within the prescribed time period. (Attach Extra
Sheets if Needed)
(Attach Extra Sheets if Needed)
The registrant was unable to file its Form 10-Q on the prescribed due date
without unreasonable effort and expense for the following reasons:
(a) The Registrant's management anticipates significant changes in the
Registrant's portfolio of real estate that will affect the
Registrant's continuing operations.
(b) Recent significant developments relating to the impending changes
in the Registrant's real estate portfolio are expected to
necessitate certain additional disclosure with regard to the same
in the Form 10-Q. Significant time and attention of the
Registrant's management have been devoted to assessing the
disclosure required to be made with regard to the foregoing in
Form 10-Q.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
George N. Tietjen (212) 408-2900
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(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?
/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.
The Registrant expects to report a net loss for the three months and
nine months period ended September 30, 1997 of $178,447 and $617,981,
respectively, as compared to the net income reported for the comparable
periods ended September 30, 1996 of $2,995,824 and $5,433,634,
respectively. The foregoing changes in results of operations are
substantially attributable to the dispositions of operating properties
during 1996 which distributions resulted in extraordinary gains of
$2,995,438 and $5,433,634 during the three months and nine months period
ended September 30, 1996, respectively.
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654773.1
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SB Partners
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date November 14, 1997 By:______________________________
George N. Tietjen
Vice-President and Controller
(Principal Accounting Officer)
654773.1
