U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12b-25
Commission File No. 33-45291 CUSIP No. None
NOTIFICATION OF LATE FILING
[ x ] Form 10-K and 10 KSB [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For the Period Ended December 31, 1996
Nothing in this Form shall be construed to imply that the
Commission has verified any information contained herein.
________________________________________________________________________
PART I. Registration Information
Winthrop Miami Associates Limited Partnership
(Full Name of Registrant)
One International Place, Boston, Massachusetts 02110
(Address of Principal Executive Office) (Zip Code)
________________________________________________________________________
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 reasonable effort or expense;
[X] (b) The subject annual report 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
The registrant was unable to obtain all necessary information to
prepare the annual report prior to its due date. The registrant will
file its Form 10-KSB report prior to the expiration of the 15-day
extension period
________________________________________________________________________
PART IV. Other Information
(1) Name and telephone number of person in contact in regard to this
notification:
David J. Heymann 516 681-3636
(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).
YES [ X ] 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?
YES [ ] NO [ X ]
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
(Name of registrant as specified in charter)
has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 29, 1997 By: One International Associates, L.P.,
its sole General Partner
By: One International, Inc.
its sole General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
