SECURITIES AND EXHANGE 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 0-28222
Marriott Hotel Properties II Limited Partnership
(Exact name of registrant as specified in its charter)
10400 Fernwood Road, Bethesda, MD 20817 (301) 380-2070
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
Units of Limited Partnership Interest
(Title of each class of securities covered by this Form)
None
(Title 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 12(g)-4(a)(1)(i) (X) Rule 12h-3(b)(1)(i) ( )
Rule 12(g)-4(a)(1)(ii) ( ) Rule 12h-3(b)(1)(ii) ( )
Rule 12(g)-4(a)(2(i) ( ) Rule 12h-3(b)(2)(i) ( )
Rule 12(g)-4(a)(2)(ii) ( ) Rule 12h-3(b)(2)(ii) ( )
Rule 15d-6 ( )
Approximate number of holders of record as of the certification or notice date:
- -2-
Pursuant to the requirements of the Securities Exchange Act of 1934,
Marriott Hotel Properties II Limited Partnership has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
Date: January 4, 1999 By: Marriott MHP II LLC
General Partner
By: /s/ Christopher G. Townsend
Christopher G. Townsend
Vice President and Secretary
