U.S. SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON DC 20549
                                  
                            Form 12-b-25
                     NOTIFICATION OF LATE FILING


{X} Form 10-KSB{  } Form 20-F{  } Form 11-K{  } Form 10-Q{  } Form N-SAR

For the Year ended December 31, 1996

     {  } Transition Report on Form 10-K
     {  } Transition Report on Form 20-F
     {  } Transition Report on Form 11-K
     {  } Transition Report on Form 10-Q
     {  } Transition Report on Form N-SAR
For the transition period ended:

      Read  Attached Instruction Sheet Before Preparing Form.  Please
Print or Type.
     Nothing  in  this  form shall be 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 I - Registrant Information


     Full name of registrant: Western Fidelity Funding, Inc.

     Former name if applicable:
     Address of Principal Executive Office (Street and Number)
     4704 Harlan Street, Suite 260, Denver, Colorado  80212


Part II - Rules 12-(b)-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  12-b-
25(b), 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-KSB, Form 20-F, 11-K or Form N-
          SAR,  or  portion thereof will be filed on  or  before  the
          fifteenth calendar day following the prescribed date;


{X}       (c)   The  accountant's statement or other exhibit required
          by Rule 12b-25(c) has been attached if applicable.


Part III - Narrative


The  Company does not have all information available at this time  to
complete  the audit of the annual financial statements, specifically,
the static pool analysis is not currently available.  Due to the time
and effort involved to compile the information, there is insufficient
time  to complete the Form 10-KSB.  Management believes that the Form
10-KSB will be filed by April 15, 1997.


Part IV - Other information


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

     Gene Osborn, President                  (303) 477-8404

(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  preceding  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?

     {X}  Yes  {  }  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.

The  financial  statements  to  be included  in  Form  10-KSB  should
approximate the following results of operations:


                                              Year Ended December 31,
                                                  1995        1996
                                                          
     Assets                                  $25,113,883     $28,834,138
     Equity (deficit)                        $ 4,809,782     $(1,600,000)
     Net income (loss)                       $   633,917     $(6,400,000)



Western  Fidelity  Funding, Inc. has caused this notification  to  be
signed on its behalf by the undersigned thereunto duly authorized.


Date:  April 1, 1997                    By:  /s/ Gene Osborn









                              March 31, 1997



U.S. Securities and Exchange Commission
Washington DC  20549

Dear Sir/Madam:

I  have read Form 12b-25 for Western Fidelity Funding, Inc. for a  15
day  extension  on  its Form 10-KSB and I concur with  the  Part  III
narrative.

                              Sincerely,


                              /s/ David J. Steiner, Principal
                              David J. Steiner, Principal
                              Ehrhardt Keefe Steiner & Hottman PC

SLS/ccb
Enclosures