SECURITIES AND EXCHANGE COMMISSION
                           Washington, DC  20549

                                 FORM 8-K

                          Current Report Pursuant 
                       to Section 13 or 15(d) of the
                      Securities Exchange Act of 1934

    Date of report (Date of earliest event reported)  December 1, 1995

                   MRI Business Properties Fund, Ltd. II
        (Exact Name of Registrant as Specified in Its Charter)

                              California
             (State or Other Jurisdiction of Incorporation)

             0-14177                          94-2935565_____________          
   (Commission File Number)       (I.R.S. Employer Identification No.)

         5665 Northside Drive, N.W., Atlanta, Georgia            30328
          (Address of Principal Executive Offices)          (Zip Code)

                              (404) 916-9090
           (Registrant's Telephone Number, Including Area Code)

                                    N/A
       (Former Name or Former Address, if Changed Since Last Report)


Item 2.    Acquisition or Disposition of Assets

On December 1, 1995, Minnesota California Partners, a joint venture in 
which Registrant held an interest, sold the Radisson Hotel South and 
Plaza Tower ("Radisson") to an unaffiliated entity.  Also on December 
1, 1995, the joint venture which owned the Holiday Inn Crowne Plaza 
("Holiday Inn") sold this property to an unaffiliated third party.

With respect to the sale of the Radisson, Registrant received 
approximately $16,500,000 from the sale.  In addition, Registrant 
received $993,593.99 of distributable cash from the joint venture and 
anticipates receiving up to an additional $1,200,000 from outstanding 
receivables.  The sale resulted in a gain of approximately 
$11,000,000.  In addition, after a final accounting is performed by 
the management company for the Radisson additional amounts may be 
payable to Registrant.

With respect to the sale of the Holiday Inn, MRI Ravinia Associates, 
L.P. ("Ravinia"), a limited partnership in which Registrant has a 50% 
interest, received $5,000,000 from the net proceeds of the sale.  The 
sale resulted in a gain to Registrant of approximately $3,000,000.  In 
addition, after a final accounting is performed by the management 
company for the Holiday Inn additional amounts may be payable to 
Registrant.

As a result of the foregoing sales, all of Registrant's assets have 
been liquidated.  Accordingly, after establishing sufficient reserves, 
Registrant will be dissolved and its cash will be distributed to its 
partners in accordance with Registrant's partnership agreement.  It is 
expected that final distributions will be made during the second 
quarter of fiscal 1996. 

Item 7.  Financial Statements, Pro Forma Financial Information and 
         Exhibits

(b)  Pro Forma Financial Information:

The required pro forma financial information will be provided in 
Registrant's Annual Report on Form 10-K for the fiscal year ended 
September 30, 1995.


                                 SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, 
the Registrant has duly caused this report to be signed on its behalf 
by the undersigned hereunto duly authorized.

                      MRI BUSINESS PROPERTIES FUND, LTD. II

                      By:  Montgomery Realty Company 84, 
                           its General Partner

                           By:  Fox Realty Investors,
                                its Managing Partner

                                By:  NPI Equity Investments II, Inc.,
                                     its Managing partner

Date:  December 11, 1995            By:   /s/ Michael L. Ashner      
                                          Michael L. Ashner, 
                                          President