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 Sections 13 and 15(d) of the Securities
                               Exchange Act of 1934.

                      Commission File Number 0-14177

                     MRI Business Properties Fund, Ltd. II
          (Exact name of registrant as specified in its charter)

                       One Insignia Financial Plaza
                     Greenville, South Carolina 29602
                      Telephone Number (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 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:
                                   None


     Pursuant to the  requirements of the  Securities Exchange Act  of 1934  MRI
Business Properties Fund,  Ltd. II has  caused this  certification/notice to  be
signed on its behalf by the undersigned duly authorized person.


                                   MRI BUSINESS PROPERTIES FUND, LTD. II

                                   BY:  MONTGOMERY REALTY COMPANY 84,
                                        A California General Partnership,
                                        its managing general partner

                                   BY:  FOX REALTY INVESTORS,
                                        A California General Partnership,
                                        its managing general partner

                                   BY:  NPI EQUITY INVESTMENTS II, INC.,
                                        A Florida Corporation,
                                        its managing partner

DATE: October 2, 1996              BY:  /s/ William H. Jarrard, Jr.
                                        William H. Jarrard, Jr.
                                        President and Director

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.