SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER
SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUS-
PENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number 0-14560
Fidelity Leasing Income Fund II
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(Exact name of registrant as specified in its charter)
Seven East Skippack Pike, Ambler, PA 19002
_________________________________________________________________
(Address, including zip code, and telephone number,
including area code of registrant's
principal executive offices)
Limited partnership interests
_________________________________________________________________
(Title of each class of securities covered by this Form)
_________________________________________________________________
(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 provision(s) relied upon to terminate or suspend the
duty to file reports:
Rule 12g-4(a)(1)(i) __X__ Rule 12h-3(b)(1)(i) _____
Rule 12g-4(a)(1)(ii) __X__ 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 _____
Approximate number of holders of record as of the certifica-
tion or notice date: _________0__________
Pursuant to the requirements of the Securities Exchange Act of
1934 Fidelity Leasing Income Fund II has caused this certifica-
tion to be signed on its behalf by the undersigned duly author-
ized person.
Date: June 5, 1997 By: Marianne T. Schuster
Vice President and
Principal Financial Officer
