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Securities and Exchange Commission
Washington, D.C. 20549
Form N-54A
NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55
THROUGH 65 OF THE INVESTMENT COMPANY OF 1940
FILED PURSUANT TO SECTION 54(a) OF THE ACT
The undersigned business development company hereby notifies the
Securities and Exchange Commission that it elects, pursuant to the provisions
of Section 54(a) of the Investment Company Act of 1940 (the "Act"), to be
subject to the provisions of Sections 55 through 65 of the Act and, in
connection with such notification of election, submits the following
information:
Name: Venture Lending & Leasing II, Inc. (the "Company")
Address of Principal Business Office (No. & Street, City, State, Zip Code):
Venture Lending & Leasing II, Inc.
2010 North First Street, Suite 310
San Jose, California 95131
Telephone Number (including Area Code): (408) 436-8577
Name and address of agent for service of process:
The Corporation Trust Incorporated
32 South Street
Baltimore, Maryland 21202
[X] The Company has filed a registration statement for a class of equity
securities pursuant to Section 12 of the Securities Exchange Act of 1934 ("1934
Act"). File Number under the 1934 Act: [_______________]
The undersigned Company certifies that it is a closed-end company
organized under the laws of Maryland (state) and with its principal place of
business in California (state); that it will be operated for the purpose of
making investments in securities and described in Section 55(a)(1) through (3)
of the Act; and that it will make available significant managerial assistance
with respect to issuers of such securities to the extent required by the Act.
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Pursuant to the requirements of the Act, the undersigned has caused
this notification of election to be subject to Sections 55 through 65 of the
Act to be duly signed on its behalf in the city of San Jose and state of
California on the 15th day of May, 1997.
Signature /s/ VENTURE LENDING & LEASING II, INC.
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Venture Lending & Leasing II, Inc.
By: Ronald W. Swenson /s/ RONALD W. SWENSON
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(Name of director, officer or general
partner signing on behalf of the Company)
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