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 Section 13 and 15(d) of
the Securities Exchange Act of 1934.
Commission File Number 0-15715
(Exact name of registrant as specified in its charter)
Mutual Benefit/Commercial Properties Income Partnership, L.P.
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
520 Broad Street, 8th Floor, Newark, New Jersey 07102
(Title of each class of securities covered by this Form)
Units of limited partnership interest.
(Titles of all other classes of securities for which a duty to
file reports under section 13(a) or 15(d) remains):
None
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)(ii) [ ]
Rule 12g-4(a)(1)(ii) [ ]
Rule 12g-4(a)(2)(i) [ ] Rule 12h-3(b)(2)(i) [ ]
Rule 12g-4(a)(2)(ii) [ ]
Rule 12h-3(b)(1)(i) [X] Rule 12h-3(b)(2)(ii) [ ]
Rule 15d-6 [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 Mutual Benefit/Commercial Properties Income Partnership,
L.P. has caused this certification/notice to be signed on its
behalf by the undersigned duly authorized person.
By: MB Investment Properties, Inc.
General Partner
By: THOMAS G. MORGAN
THOMAS G. MORGAN
Vice President and Treasurer
Date: September 6, 1996
