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:  33-73748


                       FUND AMERICA INVESTORS CORPORATION II
               (Exact name of registrant as specified in its charter)

          6400 FIDDLER'S GREEN CIRCLE, SUITE 1200B, ENGLEWOOD, COLORADO, 80111
                                  (303) 290-2065
          (Address, including zip code, and telephone number, including area
                  code, of registrant's principal executive offices)

                       FUND AMERICA INVESTORS CORPORATION II 
                  MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-A
                                     CLASS A-1
               (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)(1)(i)    [X]     Rule 12h-3(b)(1)(ii)    [X]
              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:  11

                            SEE ATTACHED CERTIFICATION




          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:  March 24, 1998              BY:  /s/ Judy L. Gomez
                                               Judy L. Gomez
                                               Assistant Vice President
                                               Bankers Trust Company
                                               of California, N.A.


          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.


                            ACCOUNT HOLDER CERTIFICATION

                        FUND AMERICA INVESTORS CORPORATION II
                  MORTGAGE PASS-THROUGH CERTIFICATES, SERIES 1996-A

                        Commission File Number:  33-73748

          I hereby certify that the following information is correct:

                                                 CERTIFICATE HOLDERS
                      NAME OF SECURITY           AS OF DECEMBER 31, 1997.

                      Class A-1                                 11


                      TOTAL                                     11


          Date:  March 24, 1998

                                Bankers Trust Company of California, N.A.,
                                not in its individual capacity but solely
                                as a duly authorized agent of the
                                Registrant pursuant to the Pooling and
                                Servicing Agreement dated as of April 1,
                                1996.

                                By:  /s/ Judy L. Gomez
                                Judy L. Gomez
                                Assistant Vice President
                                Bankers Trust Company of California, N.A.