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: 0-16783
INLAND MORTGAGE INVESTORS FUND II, L.P.
(Exact name of registrant as specified in its charter)
2901 BUTTERFIELD ROAD, OAK BROOK, IL 60523; (630) 218-8000
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
LIMITED PARTNERSHIP UNITS
(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
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 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) [ ]
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 Inland Mortgage Investors Fund II, L.P. has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
DATE: December 30, 1998 BY: /s/ Roberta S. Matlin
Roberta S. Matlin
Senior Vice President of
Inland Real Estate Investment
Corporation (the General
Partner of Registrant)
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934.
The registrant shall file with the Commission three copies of Form 15, one
of which shall be manually signed. It may be signed by an officer of the
registrant, by counsel or by any other duly authorized person. The name
and title of the person signing the form shall be typed or printed under
the signature.
