UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
SEC FILE NUMBER: 0-25880
FORM 10K
FOR PERIOD ENDED: August 31, 1996
ILM II LEASE CORPORATION
(Exact name of registrant as specified in its charter)
1285 Avenue of the Americas, New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (800) 225-1174
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, 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 ILM II Lease Corporation (the "Registrant")
will not be completed by November 29, 1996, the last day for a timely filing of
such Annual Report for the period ended August 31, 1996.
Additional time is required in order to enable the Registrant to file a complete
and accurate report. The Form 10-K will be filed on or before December 16, 1996,
in accordance with Rule 12b-25(b).
<PAGE>
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Thomas W. Boland (617) 439-8138
(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?
_____ Yes X 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.
ILM II LEASE CORPORATION
(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: November 22, 1996 By: /s/ Timothy J. Medlock
----------------------
Timothy J. Medlock
Treasurer
