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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
CENCOM CABLE INCOME PARTNERS II, L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 43-1456575
(State of Incorporation or Organization) (I.R.S. Employer
Identification no.)
12444 Powerscourt Drive # 408
St. Louis, Missouri 63131
(Address of principal executive offices) (zip code)
If this Form relates to the registration of a class of debt
securities and is effective upon filing pursuant to General
Instruction A(c)(1) please check the following box. / /
If this Form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a
concurrent registration statement under the Securities Act of 1933
pursuant to General Instruction A(c)(2) please check the following
box. / /
Securities to be registered pursuant to Section 12(b) of the
Act.
None
Securities to be registered pursuant to Section 12(g) of the
Act:
Limited Partnership Interests
(Title of class)
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Item 1 Description of Registrant's Securities To Be
Registered
The information required by Item 202 of Regulation
S-K is contained in the Registration Statement on Form S-1
(Registration No. 33-17174) of Cencom Cable Income Partners
II, L.P.
Item 2 Exhibits
The Partnership Interests are not registered on any
exchange.
The registrant is a limited partnership and has no by-laws.
The registrant's Certificate of Limited Partnership dated as
of August 13, 1987 and the registrant's Amended and Restated Agreement
of Limited Partnership dated as of August 18, 1987 of Cencom Cable
Income Partners II, L.P. are incorporated herein by reference to the
registrant's Registration Statement on Form S-1 Registration No.
33-17174 originally filed with the Commission on September 11, 1987,
declared effective on December 10, 1987 and amended by Post-Effective
Amendments Nos. 1 through 6 thereto.
Pursuant to the requirement of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized, on this 28th day of August, 1996.
CENCOM CABLE INCOME PARTNERS II, L.P.
By: CENCOM PROPERTIES II, INC.,
General Partner
By: /s/ Ralph G. Kelly
_____________________________
Name: Ralph G. Kelly
Title: Senior Vice
President -
Treasurer
