SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File Number: 811-05506
(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, 2003
[ ] 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:
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
College and University Facility Loan Trust Two
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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 applicable)
(a) The reasons 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, 11-K Form
[X] N-SAR or Form N-CSR, or portion thereof, will be
filed on or before the
fifteenth 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.
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Part III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11K, 20-F, 10-Q,
N-SAR, N-CSR or the transition report 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.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Diana J. Kenneally (617) 603-6406
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(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 reports(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.
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College and University Facility Loan Trust Two
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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 TWO
By: U.S. Bank, not in its individual capacity, but solely as
Owner Trustee under a Declaration of Trust dated March 11,
1988 and Amended and Restated on May 12, 1988, and December
4, 1989.
Date: January 30, 2004 /s/ Diana J. Kenneally
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Diana J. Kenneally, Assistant Vice President