Securities and Exchange Commission
Washington, DC 20549
FORM N-54C
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO
SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF
1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT
COMPANY ACT OF 1940
The undersigned business development company hereby notifies the
Securities and Exchange Commission that it withdraws its election to be
subject to sections 55 through 65 of the Investment Company Act of 1940 (the
"Act"), pursuant to the provisions of section 54(c) of the Act, and in
connection with such notice of withdrawal of election submits the following
information:
Name: RENAISSANCE CAPITAL PARTNERS II, LTD.
Address of Principal Business Office (No. & Street, City, State, Zip Code):
5646 MILTON ST., STE. 900, DALLAS, TX 75206
Telephone Number (including area code): 214-378-9340
File Number under the Securities Exchange Act of 1934: 0-38593
In additional to completing the cover page, a company withdrawing its
election under Section 54(a) of the Act must state one of the following bases
for filing the notification of withdrawal:
A. Not applicable.
B. Not applicable.
C. Not applicable.
D. Not applicable.
E. Not applicable.
F. Other. Explain the circumstances surrounding the withdrawal of
election.
At a Special Meeting of the Limited Partners held on November
17, 2000, the limited partners of the Company voted in favor of a proposal for
the Company to withdraw its election to be regulated as a business development
company under the Act.
SIGNATURE
Form of Signature:
Pursuant to the requirements of the Act, the undersigned company has caused
this notification of withdrawal of election to be subject to sections 55
through 65 of the Act to be duly signed on its behalf in the city of Dallas
and the state of Texas on the 17th day of November, 2000.
Renaissance Capital Partners II, Ltd.
By: _____/s/________________________
Thomas W. Pauken, Liquidation Trustee
