FORM 15
[Adopted in Release No. 34-20784 (Paragraph 83,508), March 22,
1984, effective March 30, 1984, 49 F.R., 12688.]
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 0-10977
PaineWebber Income Properties Two Limited Partnership
(Exact name of registrant as specified in its charter)
265 Franklin Street, Boston, Massachusetts 02110 (617) 439-8118
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Units of Limited Partnership Interest
(Title of each class of securities covered by this Form)
None
(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(es) to designate the appropriate
rule provisions(s) relied upon to terminate or suspend the duty
to file reports:
Rule 12g-4(a)(1)(i) [ x ] Rule 12h-3(b)(1)(ii) [ ]
Rule 12g-4(a)(1)(ii)[ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(ii) [ ]
Rule 12g-4(a)(2)(ii)[ ] Rule 15d-6 [ ]
Rule 12h-3(b)(1)(i) [ x ]
Approximate number of holders of record as of the certification
or notice date: None
Pursuant to the requirements of the Securities Exchange Act of
1934 PaineWebber Income Properties Two Limited Partnership has
caused this certification/notice to be signed on its behalf by
the undersigned duly authorized person.
DATE: September __, 1996 PaineWebber Income Properties Two,
L.P.
By: Second Income Properties, Inc.
General Partner
By: /s/Valda M. Webster Kreie
Name: Valda M. Webster Kreie
Title: Vice President
