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  0-9138
                        ________

              National Property Investors II
_____________________________________________________________
 (Exact name of registrant as specified in its charter)

One Insignia Financial Plaza, Greenville, South Carolina 29602
                       (864) 239-1000
_____________________________________________________________
 (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
_____________________________________________________________
 (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 12-h-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 National Property Investors II has caused this 
certification/notice to be signed on its behalf by the 
undersigned duly authorized person.
 
DATE: March 21, 1997    By:  NPI Equity Investments, Inc.,
                             its Managing General Partner


                             By:  /s/ William H. Jarrard, Jr.
                                  ___________________________
                                      William H. Jarrard, Jr.
                                      President

Instruction:  This form is required by Rules 12g-4, 12h-3 and 
15d-6 of the General Rules and Regulation 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.    



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