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                                     UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 12b-25

                              NOTIFICATION OF LATE FILING

                          Commission File Number: 811-05291

(CHECK ONE): / /Form 10-K / /Form 20-F / / Form 11-K / /Form 10-Q
             / /Form N-SAR /X/Form N-CSR

                 For Period Ended: November 30, 2004
                                  --------------------------------------------
                 /  / 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:
                                                 ------------------------------
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    NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
               VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION

        College and University Facility Loan Trust One
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                   Full Name of Registrant

                              N/A
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                   Former Name if Applicable

                        c/o U.S. Bank
                     One Federal Street
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      Address of Principal Executive Office (STREET AND NUMBER)

                       Boston, MA 02110
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                  City, State and Zip Code

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 reason described in reasonable detail in Part III of this
            form could not be eliminated without unreasonable effort or
            expense
       (b)  The subject annual report, semi-annual report, transition report
            on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or
            portion thereof, will be filed on or before the fifteenth calendar
/X/         day following the prescribed due date; or the subject quarterly
            report or 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 why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
N-CSR or the transition report or portion thereof, could not be filed within
the prescribed time period.

Additional time is needed to comply with the new disclosure and certification
requirements set forth under the Sarbanes-Oxley Act of 2002 and the related
rules promulgated by the Securities and Exchange Commission. The Company
expects to file a complete report on Form N-CSR within the time period
permitted pursuant to this Notification of Form 12b-25.


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PART IV -- OTHER INFORMATION

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

              Diana J. Kenneally             (617)            603-6406
    ---------------------------------- ----------------- ----------------------
                    (Name)                (Area Code)      (Telephone Number)

(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
    answer is no, identify report(s).

                                                                /X/ Yes  / / No

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(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.

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                 College and University Facility Loan Trust One
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                 (Name of Registrant as Specified in Charter)

    has caused this notification to be signed on its behalf by the undersigned
    hereunto duly authorized.

              COLLEGE AND UNIVERSITY FACILITY LOAN TRUST ONE

              By: U.S. Bank, not in its individual capacity, but solely as Owner
              Trustee under a Declaration of Trust dated September 17, 1987 and
              Amended and Restated on September 29, 1987, and December 4, 1989.


    Date:  January 31, 2005       /s/ Diana J. Kenneally
                                  --------------------------------------------
                                  Diana J. Kenneally, Assistant 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).
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