UNITED STATES
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 333-40939
GS Mortgage Securities Corporation II
(Exact name of registrant as specified in its charter)
85 Broad Street, New York, NY 10004 212-902-1000
Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Commerical Mortgage Pass-Through Certificates, Series 1998-C1
(Title of each class of securities covered by this Form)
Not Applicable
(Titles of all other classes of securities for which a duty
to file reports under section 13(a)or 15(d) remains)
Please place an X in the box/s 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)(i)
Rule 12g-4(a)(1)(ii) Rule 12h-3(b)(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 15d-6 X
Approximate number of holders of record as of the certification
or notice date: 65
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.
LaSalle National Bank
By: /s/ Russell M. Goldenberg
Name: Russell M. Goldenberg
Title: Senior Vice President
Date: January 21, 1999
