SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
SCHEDULE 14D-1
Tender Offer Statement Pursuant to Section 14(d)(1)
of the Securities Exchange Act of 1934
Amendment No. 2
(Final Amendment)
and
SCHEDULE 13D*
under the Securities Exchange Act of 1934
(Amendment No. 1)
_______________________
MRI BUSINESS PROPERTIES FUND, LTD. II
(Name of Subject Company)
DEFOREST VENTURES I L.P.
(Bidder)
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
of Securities)
NONE
(CUSIP Number of Class
of Securities)
_______________________
Michael L. Ashner Copy to:
DeForest Capital I Corporation Mark I. Fisher
100 Jericho Quadrangle Rosenman & Colin
Suite 214 575 Madison Avenue
Jericho, New York 11735-2717 New York, New York 10022-2585
(516) 822-0022 (212) 940-8877
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
Communications on Behalf of Bidder)
* This Statement also constitutes the Statement on Schedule
13D (Amendment No. 1) of DeForest Ventures I L.P. filed with
respect to the Units of Limited Partnership Interest of MRI
Business Properties Fund, Ltd. II, a California limited partnership,
beneficially owned by DeForest Ventures I L.P.
_________________________________________________________________
1. Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
DeForest Ventures I L.P.
I.R.S. I.D. No. 11-3230287
_________________________________________________________________
2. Check the Appropriate Box if a Member of a Group
(See Instructions)
(a) __
(b) __
_________________________________________________________________
3. SEC Use Only
_________________________________________________________________
4. Sources of Funds (See Instructions)
WC; OO
_________________________________________________________________
5. Check Box if Disclosure of Legal Proceedings is
Required Pursuant to Items 2(e) of 2(f)
__
_________________________________________________________________
6. Citizenship or Place of Organization
Delaware
_________________________________________________________________
7. Aggregate Amount Beneficially Owned by Each Reporting
Person
26,648 Units
_________________________________________________________________
8. Check Box if the Aggregate Amount in Row (7) Excludes
Certain Shares (See Instructions)
__
_________________________________________________________________
9. Percent of Class Represented by Amount in Row (7)
29.27%
_________________________________________________________________
10. Type of Reporting Person (See Instructions)
PN
This Amendment No. 2 further amends and supplements the
Tender Offer Statement on Schedule 14D-1, dated June 2, 1995,
filed by DeForest Ventures I L.P., a Delaware corporation (the
"Purchaser"), relating to the Purchaser's offer to purchase up to
18,772 outstanding Units of Limited Partnership Interest of MRI
Business Properties Fund, Ltd. II, a California limited
partnership, at $255.76 per Unit, upon the terms and subject to
the conditions set forth in the Offer to Purchase (the "Offer").
Item 4. Source and Amount of Funds.
Item 4 is hereby amended to add the following:
The total amount of funds required by the Purchaser to
purchase the 372 Units purchased pursuant to the Offer, excluding
related fees and expenses, was $95,142.72.
Item 6. Interest in Securities of the Subject Company.
Item 6 is hereby amended to add the following:
The Offer by the Purchaser to purchase up to 18,772
outstanding Units expired at 12:00 midnight, New York City time,
on Friday, June 30, 1995. Pursuant to the Offer, the Purchaser
purchased 372 Units, constituting approximately .41% of the
outstanding Units.
Signatures
After due inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: July 10, 1995
DEFOREST VENTURES I L.P.
By: DeForest Capital I Corporation,
its General Partner
By: /s/ Michael L. Ashner
Name: Michael L. Ashner
Title: President
