ARMORED STORAGE INCOME INVESTORS LTD PARTNERSHIP
15-15D, 2000-03-31
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                                     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.


                                     2-95034
                            (Commission File Number)


              Armored Storage Income Investors Limited Partnership
              ----------------------------------------------------
                (Name of registrant as specified in its charter)


             4425 N. 24th Street, Suite 225, Phoenix, Arizona 85016
             ------------------------------------------------------
              (Address of registrant's principal executive offices)


                            Limited Partnership Units
             -------------------------------------------------------
             (Title of each class of securities covered by the Form)


                                      None
                ------------------------------------------------
                (All other classes of securities to file reports
                     under Section 13(a) or 15(d) remains)


Pursuant to rule 15d-6:

     The  Registrant has sold  substantially  all of its assets (as disclosed in
     Form 8-K filed November 18, 1999) and has  distributed its assets and wound
     up its affairs. The general partner will file the attached  cancellation of
     certificate of limited partnership.

     The Registrant hereby requests that all future reporting obligations to the
     Commission be terminated.

Approximate number of holders of record as of the certification or notice date 0

Pursuant to the  requirements  of the  Securities  Exchange  Act of 1934 Armored
Storage    Income    Investors    Limited    Partnership    has   caused    this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized person.

                                  By   /s/ Dale D. Ulrich
                                       -----------------------------------------
                                       Dale D. Ulrich, member
                                       Armored Management LLC, general partner
                                       General partner
                                       Armored Storage One LP, general partner
                                       Armored Storage Income Investors

                                  Date March 30, 2000
                                       -----------------------------------------
<PAGE>
                                 CANCELLATION OF
                       CERTIFICATE OF LIMITED PARTNERSHIP

1. Name of limited partnership:

     Armored Storage Income Investors Limited Partnership

2. Date of filing certificate of limited partnership:

     December 4, 1984

3. Reason for filing certificate of cancellation:

     On November  5, 1999 the  Partnership  sold all the real estate  investment
     property it owns.  Prior to December 31, 1999 the  Partnership  distributed
     all its assets to its general and limited partners and began the winding up
     of partnership affairs. The Partnership has no more assets and will conduct
     no further business.

4. Effective date of cancellation:

     The effective date of the cancellation shall be December 31, 1999.

We hereby  declare  that we are the persons who  executed  the  Cancellation  of
Certificate of Limited  Partnership,  which  execution by signature below is our
act and deed.

By: Armored Storage One Limited Partnership,
    an Arizona Limited Partnership


By: /s/ Carl R. Spiekerman
   -----------------------------------------
   Carl R. Spiekerman, member
   Armored Management, LLC


State of Arizona        )
                        )ss:
County of Maricopa      )


Subscribed and sworn to before me this         day of                    , 2000.
                                       --------        -------------------


                                        ----------------------------------------
                                        Notary Public

My Commission Expires:
                      -----------------


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