SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
Certification and Notice of Termination of Registration
under Section 12(g) of the Securities Exchange Act of 1934
or Suspension of Duty to File Reports Under Sections 13 and
15(d) of the Securities Exchange Act of 1934
Commission File Number
33-99774
(Exact name of registrant as specified in its charter)
GS MORTGAGE SECURITIES CORPORATION II
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive
offices)
85 Broad Street
New York, New York 10004
(212)902-1000
(Title of each class of securities covered by this Form)
Commercial Mortgage Pass-Through Certificates,
Series 1996-PL, Classes A-1, A-2, B, C and D
(Titles of all other classes of securities for which a duty to
file reports under Section 13(a) of 15(d) remains)
None
Please place an X in the box(es) to designate the
appropriate rule provision(s) relied upon to terminate or
suspend the duty to file reports:
Rule 12g-4(a)(1)(i) [ ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12h-3(b)(1)(i) [ ] Rule 15d-6 [X]
Approximate number of holders of record as of the
beginning of the registrant's fiscal year:
Class A-1 23
Class A-2 6
Class B 1
Class C 1
Class D 1
Pursuant to the requirements of the Securities Exchange Act
of 1934 GS Mortgage Securities Corporation II has caused this
certification/notice to be signed on its behalf by the
undersigned duly authorized person.
Date May 28, 1997 By /s/ Marvin J. Kabatznick
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Marvin J. Kabatznick
Chief Executive Officer
