<PAGE> 1
FORM 15
[As adopted in Release No. 34-20784, March 22, 1984, 49 F.R. 12688]
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
Section 13 and 15(d) of the Securities Exchange Act of 1934.
Commission File Number
33-40782
(Exact name of registrant as specified in its charter)
JETFLEET AIRCRAFT II, L.P.
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
1440 CHAPIN AVENUE, SUITE 310
BURLINGAME, CALIFORNIA 94010
(650) 696-3900
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of each class of securities covered by this Form)
(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)(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 or notice
date: -0-
--------------------
Pursuant to the requirements of the Securities Exchange Act of 1934
(Name of registrant as specified in charter) has caused this
certification/notice to be signed on its behalf by the undersigned duly
authorized person.
DATE: February 18, 1998 BY: AeroCentury Corp., successor-interest
to JetFleet Aircraft II, L.P.
By: /s/ Neal D. Crispin
-------------------------------
Neal D. Crispin
President
Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the
person signing the form shall be typed or printed under the signature.