UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 12B-25

                           NOTIFICATION OF LATE FILING


                            SEC FILE NUMBER: 0-18249

                                    FORM 10K

                        FOR PERIOD ENDED: August 31, 1996


              PAINEWEBBER INDEPENDENT LIVING MORTGAGE FUND, INC.
            (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 (212) 713-4264

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 PaineWebber  Independent Living Mortgage Fund,
Inc. (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).



    



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.

              PAINEWEBBER INDEPENDENT LIVING MORTGAGE FUND, INC.
               (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/ Walter V. Arnold
                                                    --------------------
                                               Walter V. Arnold, Senior Vice
                                               President and Chief Financial
                                               Officer