8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                      THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): August 14, 1997

                            ILM SENIOR LIVING, INC.

  VIRGINIA                          0-18249                       04-3042283
- ---------------              ---------------------               -------------
(STATE OR OTHER              (COMMISSION FILE NO.)               (IRS EMPLOYER
JURISDICTION OF                                                      ID NO.)
INCORPORATION)



             1285 AVENUE OF THE AMERICAS, NEW YORK, NEW YORK 10019
             -----------------------------------------------------
                    (Address of principal executive offices)


                                 (800) 225-1174
               --------------------------------------------------
               Registrant's telephone number, including area code


               PAINEWEBBER INDEPENDENT LIVING MORTGAGE FUND, INC.
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)
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        ITEM 5 -- OTHER EVENTS.

        On July 31, 1997, the Board of Directors of PaineWebber Independent
Living Mortgage Fund, Inc. (the "Company") adopted an amendment to the
Company's Articles of Incorporation changing the name of the Company to "ILM
Senior Living, Inc." the Articles of Amendment as adopted were filed by the
Company with the Virginia Corporation Commission on August 14, 1997.

        ITEM 7 -- FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
                  EXHIBITS. 

        (a)       Financial Statements of Business Acquired.

                  Not applicable.

        (b)       Pro Forma Financial Information.

                  Not applicable.

        (c)       Exhibits.

                  Articles of Amendment of Articles of Incorporation of
PaineWebber Independent Living Mortgage Fund, Inc.

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                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.

                                           ILM SENIOR LIVING, INC.
                                                 (Registrant)



Dated: August 14, 1997               By: /s/ Lawrence A. Cohen
                                        ----------------------------------
                                        Lawrence A. Cohen
                                        President and Chief Executive Officer  
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                                EXHIBIT INDEX

EXHIBIT 3.1        ARTICLES OF AMENDMENT OF ARTICLES OF INCORPORATION OF
                   OF PAINEWEBBER INDEPENDENT LIVING MORTGAGE FUND, INC.

EX-3.1

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                              COMMONWEALTH OF VIRGINIA
                            STATE CORPORATION COMMISSION

                                   August 14, 1997


The State Corporation Commission has found the accompanying articles submitted
on behalf of

ILM SENIOR LIVING, INC.
(FORMERLY PAINEWEBBER INDEPENDENT LIVING MORTGAGE FUND, INC.)

to comply with the requirements of law, and confirms payment of all related
fees.

Therefore, it is ORDERED that this

CERTIFICATE OF AMENDMENT

be issued and admitted to record with the articles of amendment in the Office of
the Clerk of the Commission, effective August 14, 1997 at 04:16 PM.

The corporation is granted the authority conferred on it by law in accordance
with the articles, subject to the conditions and restrictions imposed by law.



                                        STATE CORPORATION COMMISSION

                                        By /s/ T.V. Morrison Jr.

                                           Commissioner


AMENACPT
CIS20436
97-08-14-0510
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                              COMMONWEALTH OF VIRGINIA
                            STATE CORPORATION COMMISSION
                               Clerk of the Commission
                           P.O. Box 1197, 1220 Bank Street
                                 Richmond, VA 23209


                              ARTICLES OF AMENDMENT OF

                 PaineWebber Independent Living Mortgage Fund, Inc.


                                         ONE

        The name of the corporation is PaineWebber Independent Living Mortgage
Fund, Inc.

                                         TWO

        The name of the corporation shall be changed to ILM SENIOR LIVING, INC.

                                        THREE

        The foregoing amendment was adopted on July 31, 1997.

                                        FOUR

        The amendment was adopted by the board of directors without shareholder
action. Shareholder action was not required.
        The undersigned Secretary declares that the facts herein stated are true
as of 8/12/97.

                PaineWebber Independent Living Mortgage Fund, Inc.

                By:   /s/ Jeffry P. Dwyer
                   -----------------------------------------------
                             Jeffry P. Dwyer, Secretary


                                        NOTE

The law requires that the articles be typewritten or printed in black. White,
opaque paper 8 1/2" by 11" in size must be used. A minimum of 1" margin must be
provided on the left, top and bottom margins and 1/2" on the right margin. Use
only one side of a page. A manually signed photocopy may be filled; a
photocopies signature is unacceptable.


(VA. - 672 - 6/20/88)                    -1-