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 Suspension of Duty to
File Reports Under Section 13 and 15(d) of the Securities Exchange Act
of 1934.
Commission File Number 0-17631
ATELCash Distribution Fund II, a California Limited Partnership
(Exact name of Registrant as specified in its charter)
235 Pine Street, 6th Floor, San Francisco, California 94104
(Address of principal executive offices)
Registrant's telephone number, including area code: (415) 989-8800
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)
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 date: None
As of December 31, 1998, the Partnership (as noted in its "Final Report" on Form
10K) had disposed of all of its assets, had ceased operations and had been
dissolved.
Pursuant to the requirements of the securities Exchange Act of 1934 ATEL Cash
Distribution Fund, a California Limited Partnership has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
Date: 5/7/99
By: ATEL Financial Corporation, General Partner
/s/ Donald E. Carpenter
---------------------------------
Donald E. Carpenter,
Vice President and Controller
