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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 No: 0-17656
VANGUARD REAL ESTATE FUND II,
A SALES-COMMISSION-FREE INCOME PROPERTIES FUND
(Exact name of registrant as specified in its charter)
Vanguard Financial Center
Malvern, Pennsylvania 19355
(610) 669-1000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Shares of Beneficial Interest
(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 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) [ ]
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 -- see EXHIBIT A attached hereto.
Pursuant to the requirements of the Securities Exchange Act of 1934,
Vanguard Real Estate Fund II, A Sales-Commission-Free Income Properties Fund,
has caused this certification/notice to be signed on its behalf by the
undersigned duly authorized person.
DATE: November 11, 1996 By: /s/ JOHN J. BRENNAN
____________________________________
JOHN J. BRENNAN
PRESIDENT
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EXHIBIT A
Effective December 8, 1995, the Board of Trustees of Vanguard Real
Estate Fund II, A Sales Commission Free Income Properties Fund (the "Fund"),
adopted a Plan of Liquidation (the "Plan"), pursuant to which the Trustees
determined that it was in the best interests of the Fund and its Shareholders
that the Fund be liquidated and terminated in accordance with the terms thereof
and in accordance with Massachusetts law. In accordance with the Plan, the Fund
completed the sale of, and received corresponding net cash proceeds from, all of
its remaining real estate assets, and the Fund made a final distribution to
Shareholders of all remaining assets (subject to any and all appropriate
reserves retained by the Fund to discharge accrued and contingent liabilities)
(the "Final Distribution") on October 31, 1996. Effective upon the making of the
Final Distribution, certificates formerly representing shares of beneficial
interest in the Fund were declared null and void and of no further force or
effect.
The Trustees filed the appropriate Certificates of Termination with
the Secretary of State of the Commonwealth of Massachusetts and with the Office
of the City Clerk of the City of Boston, respectively, effecting the
termination and dissolution of the Fund as a Massachusetts business trust as of
November 1, 1996.
