NUVEEN FLAGSHIP MULTISTATE TRUST II
N-8A, 1996-08-08
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                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                  FORM N-8A

          NOTIFICATION OF REGISTRATION FILED PURSUANT TO SECTION 8(a)
                     OF THE INVESTMENT COMPANY ACT OF 1940


     The undersigned investment company hereby notifies the Securities and
Exchange Commission that it registers under and pursuant to the provisions of
Section 8(a) of the Investment Company Act of 1940 and in connection with such
notification of registration submits the following information:

     NAME:  Nuveen Flagship Multistate Trust II

     ADDRESS OF PRINCIPAL BUSINESS OFFICE (NO. & STREET, CITY, STATE ZIP CODE):
333 West Wacker Drive, Chicago, Illinois 60606

     TELEPHONE NUMBER (INCLUDING AREA CODE):  312-917-7700

     NAME AND ADDRESS OF AGENT FOR SERVICE OF PROCESS:

     James J. Wesolowski, Esq.
     Vice President and Secretary
     333 West Wacker Drive
     Chicago, Illinois 60606

     copy to:

     Cathy G. O'Kelly
     Vedder, Price, Kaufman & Kammholz
     222 N. LaSalle Street
     Chicago, Illinois 60606

     CHECK APPROPRIATE BOX:

     Registrant is filing a Registration Statement pursuant to Section 8(b) of
the Investment Company Act of 1940 concurrently with the filing of form N-8A:
Yes [ ]    No  [X]




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     ITEM 1.  EXACT NAME OF REGISTRANT.

     Nuveen Flagship Multistate Trust II.

     ITEM 2.  NAME OF STATE UNDER THE LAWS OF WHICH REGISTRANT WAS ORGANIZED OR
CREATED AND THE DATE OF SUCH ORGANIZATION OR CREATION.

     Massachusetts; July 1, 1996.

     ITEM 3.  FORM OF ORGANIZATION OF REGISTRATION (FOR EXAMPLE, CORPORATION,
PARTNERSHIP, TRUST, JOINT STOCK COMPANY, ASSOCIATION, FUND).

     Massachusetts Business Trust.

     ITEM 4.  CLASSIFICATION OF REGISTRANT (FACE-AMOUNT CERTIFICATE COMPANY,
UNIT INVESTMENT TRUST, OR MANAGEMENT COMPANY).

     Management Company.

     ITEM 5.  IF REGISTRANT IS A MANAGEMENT COMPANY:

           (a)  STATE WHETHER REGISTRANT IS A "CLOSED-END" COMPANY OR AN
      "OPEN-END" COMPANY;

                open-end company.

           (b)  STATE WHETHER REGISTRANT IS REGISTERING AS A "DIVERSIFIED"
      COMPANY OR A "NON-DIVERSIFIED" COMPANY (READ INSTRUCTION 4(i) CAREFULLY
      BEFORE REPLYING).

                Registrant is an open-end management series company under
                Rule 18f-2.  Certain series will be "diversified" and certain
                series will be "non-diversified."

     ITEM 6.  NAME AND ADDRESS OF EACH INVESTMENT ADVISER OF REGISTRANT.

     Nuveen Advisory Corp.
     333 West Wacker Drive
     Chicago, Illinois 60606





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     ITEM 7.  IF REGISTRANT IS AN INVESTMENT COMPANY HAVING A BOARD OF
DIRECTORS, STATE THE NAME AND ADDRESS OF EACH OFFICER AND DIRECTOR OF
REGISTRANT.

     Registrant maintains a board of trustees.


               Name and Address:             Position with Registrant:
               ----------------              -------------------------

               Timothy R. Schwertfeger       Chairman and Trustee
               333 W. Wacker Drive
               Chicago, IL 60606

               Lawrence H. Brown             Trustee
               201 Michigan Avenue
               Highwood, IL 60040

               Anthony T. Dean               President and Trustee
               333 W. Wacker Drive
               Chicago, IL 60606

               Anne E. Impellizzeri          Trustee
               3 West 29th Street
               New York, NY 10001

               Margaret K. Rosenheim         Trustee
               969 East 60th Street
               Chicago, IL 60637

               Peter R. Sawers               Trustee
               22 The Landmark
               Northfield, IL 60093

               William M. Fitzgerald         Vice President
               333 W. Wacker Drive
               Chicago, IL 60606

               Kathleen M. Flanagan          Vice President
               333 W. Wacker Drive
               Chicago, IL 60606

               J. Thomas Futrell             Vice President
               333 W. Wacker Drive             
               Chicago, IL 60606               
     






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               Steven J. Krupa               Vice President                  
               333 W. Wacker Drive                                           
               Chicago, IL 60606                                             
                                                                             
               Anna R. Kucinskis             Vice President                  
               333 W. Wacker Drive                                           
               Chicago, IL 60606                                             
                                                                             
               Larry W. Martin               Vice President and 
               333 W. Wacker Drive           Assistant Secretary
               Chicago, IL 60606                                             
                                                                             
               O. Walter Renfftlen           Vice President and Controller   
               333 W. Wacker Drive                                           
               Chicago, IL 60606                                             
                                                                             
               Thomas C. Spalding, Jr.       Vice President                  
               333 W. Wacker Drive                                           
               Chicago, IL 60606                                             
                                                                             
               H. William Stabenow           Vice President and Treasurer    
               333 W. Wacker Drive                                           
               Chicago, IL 60606                                             
                                                                             
               James J. Wesolowski           Vice President and Secretary    
               333 W. Wacker Drive                                           
               Chicago, IL 60606                                             
                                               
               Gifford R. Zimmerman          Vice President and 
               333 W. Wacker Drive           Assistant Secretary
               Chicago, IL 60606             
                                             
               







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     ITEM 8.  IF REGISTRANT IS AN UNINCORPORATED INVESTMENT COMPANY NOT HAVING
A BOARD OF DIRECTORS:

           (a) STATE THE NAME AND ADDRESS OF EACH SPONSOR OF REGISTRANT;

           (b) STATE THE NAME AND ADDRESS OF EACH OFFICER AND DIRECTOR OF EACH
      SPONSOR OF REGISTRANT;

           (c) STATE THE NAME AND ADDRESS OF EACH TRUSTEE AND EACH CUSTODIAN OF
      REGISTRANT.

      Not Applicable.


     ITEM 9.  (a)  STATE WHETHER REGISTRANT IS CURRENTLY ISSUING AND OFFERING 
ITS SECURITIES DIRECTLY TO THE PUBLIC (YES OR NO).

No
           (b) IF REGISTRANT IS CURRENTLY ISSUING AND OFFERING ITS SECURITIES
TO THE PUBLIC THROUGH AN UNDERWRITER, STATE THE NAME AND ADDRESS OF SUCH
UNDERWRITER.

Not applicable.

           (c) IF THE ANSWER TO ITEM 9(a) IS "NO" AND THE ANSWER TO ITEM 9(b)
IS "NOT APPLICABLE," STATE WHETHER REGISTRANT PRESENTLY PROPOSES TO MAKE A 
PUBLIC OFFERING OF ITS SECURITIES (YES OR NO).

Yes.

           (d) STATE WHETHER REGISTRANT HAS ANY SECURITIES CURRENTLY ISSUED AND
OUTSTANDING (YES OR NO).

Yes

           (e) IF THE ANSWER TO ITEM 9(d) IS "YES," STATE AS OF A DATE NOT TO
EXCEED TEN DAYS PRIOR TO THE FILING OF THIS NOTIFICATION OF REGISTRATION THE
NUMBER OF BENEFICIAL OWNERS OF REGISTRANT'S OUTSTANDING SECURITIES (OTHER THAN
SHORT-TERM PAPER) AND THE NAME OF ANY COMPANY OWNING 10 PERCENT OR MORE OF
REGISTRANT'S OUTSTANDING VOTING SECURITIES.

There is one beneficial owner of registrant's outstanding securities;  Nuveen
Advisory Corp.






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     ITEM 10.  STATE THE CURRENT VALUE OF REGISTRANT'S TOTAL ASSETS.

     $100,000

     ITEM 11.  STATE WHETHER REGISTRANT HAS APPLIED OR INTENDS TO APPLY FOR A
LICENSE TO OPERATE AS A SMALL BUSINESS INVESTMENT COMPANY UNDER THE SMALL
BUSINESS INVESTMENT ACT OF 1958 (YES OR NO).

     No.

     ITEM 12.  ATTACH AS AN EXHIBIT A COPY OF THE REGISTRANT'S LAST REGULAR
PERIODIC REPORT TO ITS SECURITYHOLDERS, IF ANY.

     Not applicable.

                                   SIGNATURES

     Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has caused this notification of registration to be duly signed on
its behalf of the City of Chicago and State of Illinois on the 30th day of
July, 1996.

                                        NUVEEN FLAGSHIP MULTISTATE TRUST II
                                                                           
                                                                           
                                                                           
                                        By: /s/ JAMES J. WESOLOWSKI        
                                           ---------------------------------
                                                James J. Wesolowski, Esq. 
                                                Vice President and Secretary 
                                                                    
               
ATTEST:

/s/ GIFFORD R. ZIMMERMAN
- --------------------------------------
Gifford R. Zimmerman
Vice President and Assistant Secretary






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