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: 0-19198
First Dearborn Income Properties L.P. II
....................................
(Exact name of registrant as specified in its charter)
154 West Hubbard Street, Suite 250, Chicago, Illinois 60610
(312) 464-0100
.......................................
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Limited Partnership Interests
....................................
(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)(l)(i) [ x ] Rule 12h-3(b)(l)(ii) [ ]
Rule 12g-4(a)(l)(ii) [ x ] 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, First
Dearborn Income Properties L.P. II has caused this certification/notice to be
signed on its behalf by the undersigned duly authorized person(s).
<PAGE>
DATE: December 14, 2000.
First Dearborn Income Properties L.P. II
By: FDIP, Inc.
Managing General Partner
X____________________________________________
By: Robert S. Ross
Its: Principal Executive Officer
By: FDIP Associates II
General Partner
X____________________________________________
By: Bruce H. Block
Its: Principal Financial Officer
