FORM 12b-25
NOTIFICATION OF LATE FILING
Form 10-K
For Period Ended: December 31, 1996
PART I - REGISTRANT INFORMATION
USA CAPITAL LAND FUND
3900 Paradise Road, #263
Las Vegas, NV 89109
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and theregistrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed.
(a) The reasons described in reasonable detail in part III of this form could
not be eliminated without unreasonable effort or expense;
(b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form20-F, 11-K, Form N-SAR, or portion thereof, will be filed
on or before the fifteenth calendarday following the prescribed due date;
or the subject quarterly report of transition reporton 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
In order to complete the audit of the USA Capital Land Fund, a Nevada Limited
Partnership, and thereby to provide an opinion on the related financial
statements,additional time is needed to receive material audit evidence.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact is regard to this
notification
Thomas A. Hantges
1-702-734-2400
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 filesuch report(s) have been filed.
(3) It is not 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.
USA CAPITAL LAND FUND
March 28, 1997
David M. Berkowitz
Secretary, USA Partners, Inc.
General Partner
