Form 12b-25

Form l2b-25 is proposed to be amended. See below.
[Adopted in Release No. 34-10707 (79,728), effective June 3, 1974, 39 F.R. 
12861; amended in Release No. 34-16718 (82,487), effective May 8, 1980, 45
F.R. 23651; amended in Release No. 34-21633 ( 83,725), effective April 
30,1985, 50 F.R. 1442; Release No. 34-26589 ( 72,435), effective April 12, 
1989, 54 F.R. 10306; Release No. 34-30968 (72,439), effective August 13,1992,
 57 FR 36442; Release No. 34-31905 (85,111), effective April 26, 1993,58 FR 
14628; and Release No. 34-35l13 (85,475), effective January 30,

U.S. SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 12b-25
NOTIFICATION OF LATE FILING	811-7484

(Check One):
[  ] Form 10-K and Form 10-KSB  
[  ] Form 20-F  
[  ] Form 11-K  
[  ] Form 10-Q and Form 10-QSB  
[X] Form N-SAR

For Period Ended: 2/28/97
[  ] Transition Report on Form 1O-K 
[  ] Transition Report on Form 2O-F 
[  ] Transition Report on Form 11-K 
[  ] Transition Report on Form 10-Q 
[X] Transition Report on Form N-SAR



Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall he 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:
                                                                               


Part 1-Registrant Information

Full Name of Registrant:  Nuveen Massachusetts Premium Income Municipal Fund

Former Name if Applicable:  NONE


Address of Principal Executive Office:  333 West Wacker Drive
  Chicago, IL 60606


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) [ 23,047],
 the following should be completed. (Check box if appropriate)

[X]	(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, 1l-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 l0-Q, or portion 
thereof will be filed on or before the fifth calendar day following the 
prescribed due date; and [Amended in Release No. 34-26589 ( 72,435), 
effective April 12,1989, 54 F.R. 10306.]

[N/A]	(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 Form 10-K and Form 1O-KSB, 
20-F, 11-K, 10-Q and Form 10-QSB, N-SAR, or the transition report or portion
 thereof could not be filed within the prescribed period. [Amended in Release
 No. 34-26589 ( 72,435), effective April 12,1989,54 F.R. 10306; and Release
 No. 34-30968 ( 72,439), effective August 13,1992, 57 FR 36442.]


The John Nuveen Company acquired Flagship Resources, Inc. effective January 
1, 1997.  The integration of the Nuveen and Flagship families of mutual funds
into one fund group required extensive restructuring of the various mutual
funds into appropriate "regionalized" units (consisting of several 
Massachusetts business trusts to facilitate focused prospectus configuration
and shareholder communications.  This restructuring became effective February
 1, 1997.  As part of this restructuring it was deemed necessa
scal year ends among the mutual funds within the trusts.  This restructuring
 complicated the N-SAR filing process and required assistance from our legal
 staff as well as the SEC.  As a result, additional time was needed to file
 the reports.


Part IV-Other Information

(1)	Name and telephone number of persons to contact in regard to this 
notification

	Darlene Cramer	(312) 917-7977
	Michael Piszczek	(312) 917-7706

(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 preceeding 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
(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.


(Name of Registrant as specified in charter) has caused this notification to
 be signed on its behalf by the undersigned thereunto duly authorized.

Date	7/31/97	c/f/  Gifford Zimmerman		
		By Gifford Zimmerman
		Vice President

INSTRUCTION: The form may be signed by an executive officer of the 
registrant or by any other duly authorized representative. The name and 
title of the person signing the form shall be typed or printed beneath the
 signature. If the statement is signed on behalf of the registrant by an
 authorized representative (other than an executive officer), evidence of
 the representative's authority to sign on behalf of the registrant shall be
 filed with the form.

ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
 Violations (See 18 U.S.C. 1001).