UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


                             SEC FILE NUMBER 0-25878

                                    FORM 10Q

                       FOR QUARTER ENDED: NOVEMBER 30,1996

                             ILM I LEASE CORPORATION
             (Exact name of registrant as specified in its charter)

                      265 Franklin Street, Boston, MA 02110
               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (617) 439-8118

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 Quarterly Report on Form 10-Q of ILM I Lease Corporation (the  "Registrant")
will not be completed by January 14, 1997,  the last day for a timely  filing of
such Quarterly Report for the quarter ended November 30, 1996.

Additional time is required in order to enable the Registrant to file a complete
and accurate report.  The Form 10-Q will be filed on or before January 21, 1997,
in accordance with Rule 12b-25(b).





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 I 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: January 13, 1997                         By:   /s/ Timothy J. Medlock
      ----------------                               ----------------------
                                                     Timothy J. Medlock
                                                     Vice President and 
                                                     Treasurer