SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
_______________________

SCHEDULE 13D
under the Securities Exchange Act of 1934
(Amendment No. ___)
_______________________

MRI BUSINESS PROPERTIES FUND, LTD. II
(Name of Issuer)

UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class
 of Securities)

NONE
(CUSIP Number of Class
 of Securities)
_______________________

Michael L. Ashner
MRI/CPF L.L.C.
100 Jericho Quadrangle
Suite 214
Jericho, New York  11735-2717
(516) 822-0022

(Name, Address and Telephone Number of Person 
Authorized to Receive Notices and Communications)

January 19, 1996
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 
13G to report the acquisition which is the subject of this 
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [  ]. 

Check the following box if a fee is being paid with the 
statement . [X]  (A fee is not required only if the reporting 
person: (1) has a previous statement on file reporting beneficial 
ownership of more than five percent of the class of securities 
described in Item 1; and (2) has filed no amendment subsequent 
thereto reporting beneficial ownership of five percent or less of 
such class). (See Rule 13d-7.)   

                                                     Page 1 of 9


                                                     Page 2 of 9

Note:  Six copies of this statement, including all exhibits, 
should be filed with the Commission.  See Rule 13d-1(a) for other 
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a 
reporting person's initial filing on this form with respect to 
the subject class of securities, and for any subsequent amendment 
containing information which would alter disclosures provided in 
a prior cover page.

The information required on the remainder of this cover shall not 
be deemed to be "filed" for the purpose of Section 18 of the 
Securities Exchange Act of 1934 ("Act") or otherwise subject to 
the liabilities of that section of the Act but shall be subject 
to all other provisions of the Act (however, see the Notes).   



                                                     Page 3 of 9

__________________________________________________________________
1.  Name of Reporting Person
    S.S. or I.R.S. Identification No. of Above Person

         MRI/CPF L.L.C.
__________________________________________________________________
2.  Check the Appropriate Box if a Member of a Group*

                                                         (a)  [  ]

                                                         (b)  [  ]
__________________________________________________________________
3.  SEC Use Only



__________________________________________________________________
4.  Sources of Funds*

         WC;AF
__________________________________________________________________
5.  Check Box if Disclosure of Legal Proceedings is
    Required Pursuant to Items 2(e) of 2(f)

                                                              [  ]
__________________________________________________________________
6.	Citizenship or Place of Organization

         Delaware
__________________________________________________________________
Number         7.  Sole Voting Power            26,635 Units
of                 ______________________________________________
Shares         8.  Shared Voting Power          82 Units
Beneficially       ______________________________________________
Owned by Each  9.  Sole Dispositive Power       26,635 Units
Reporting          ______________________________________________
Person With   10.  Shared Dispositive Power     82 Units
__________________________________________________________________


                                                     Page 4 of 9

11.  Aggregate Amount Beneficially Owned by Each Reporting Person

         26,717 Units

__________________________________________________________________
12.  Check Box if the Aggregate Amount in Row (11) Excludes
     Certain Shares*
                                                               [  ]
__________________________________________________________________
13.  Percent of Class Represented by Amount in Row (11)

         29.3%

__________________________________________________________________
14.  Type of Reporting Person*

         OO
__________________________________________________________________

*SEE INSTRUCTIONS BEFORE FILLING OUT! 


                                                     Page 5 of 9

     Item 1.     Security and Issuer.

     This statement on Schedule 13D relates to units of limited 
partnership interest ("Units") of MRI Business Properties Fund, 
Ltd. II (the "Issuer"), a California limited partnership.  The 
principal executive offices of the Issuer are located at One 
Insignia Financial Plaza, Greenville, SC 29602. 

     Item 2.     Identity and Background.

     This statement is being filed by MRI/CPF L.L.C. ("MRI/CPF"), 
a Delaware limited liability company.  The members of MRI/CPF 
(collectively, the "Members") are Michael Ashner, Arthur Queler, 
Dogwood Associates ("Dogwood"), and AP-NPI III, L.P. ("AP").  
Dogwood is a general partnership, the general partners of which 
are Martin Lifton, Steven Lifton, G. Bruce Lifton and Judie 
Lifton.  AP is a Delaware limited partnership, the general 
partner of which is AP-NPI Operating Corporation III ("AP 
Operating"), a Delaware corporation and wholly-owned subsidiary 
of Apollo Real Estate Advisors, L.P. ("AREA").  AREA is a 
Delaware limited partnership, the general partner of which is 
Apollo Real Estate Management, Inc. ("AREM"), a Delaware 
corporation.  The executive officers and directors of AP 
Operating are John J. Hannan, Michael Weiner, W. Edward Scheetz, 
Lee Neibart and Ronald Kravit.  The executive officers and 
directors of AREM are Leon D. Black, John J. Hannan and William 
Mack.  The Members, the general partners of partnership Members, 
AREA, AREM and the executive officers and directors of AP 
Operating and AREM are collectively referred to herein as the 
"Instruction C Persons".  As set forth in Item 5 below, QAL II 
Associates and QALA III Associates (the "Affiliated Holders"), 
affiliates of certain Instruction C Persons, also own Units. 

     The principal business of each of MRI/CPF and Dogwood is 
investing in limited partnership units.  The principal business 
and principal office address of MRI/CPF, Dogwood and Mr. Ashner 
is 100 Jericho Quadrangle, Suite 214, Jericho, New York 11753.  
Mr. Queler's business address is 5665 Northside Drive N.W., 
Atlanta, GA 30328.  The principal business of AP is to invest in 
MRI/CPF; the principal business of AP Operating is to serve as 
general partner of AP; the principal business of AREA is to 
provide advice regarding investments in real estate and real


                                                  Page 6 of 9

estate-related investments; and the principal business of AREM is 
to serve as general partner of AREA.  The principal business and 
principal office address of each of AP, AP Operating, AREA and 
AREM is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of the 
Americas, New York, NY 10019.  Additional information for all 
individual Instruction C Persons, each of which is a United 
States citizen, is set forth on Schedule 1 hereto.  Each 
Affiliated Holder is a general partnership with the principal 
business of investing in limited partnership units.  The 
principal business and principal office address of each 
Affiliated Holder is 100 Jericho Quadrangle, Suite 214, Jericho, 
New York 11753.

     During the past five years, neither MRI/CPF, any Instruction 
C Person nor either Affiliated Holder has been convicted in a 
criminal proceeding, or been a party to a civil proceeding of a 
judicial or administrative body of competent jurisdiction as a 
result of which proceeding it has been subject to a judgment, 
decree or final order enjoining future violations of, or 
prohibiting or mandating activities subject to, federal or state 
securities laws or finding any violation with respect to such 
laws.

     Item 3.     Source and Amount of Funds or Other 
Consideration.

     On January 19, 1996, MRI/CPF purchased from DeForest 
Ventures I L.P. in a privately negotiated transaction an 
aggregate of 26,635 Units for an aggregate purchase price of 
$471,173.15, which amount was obtained from MRI/CPF's working 
capital.

     Item 4.  Purpose of Transaction.

     MRI/CPF purchased the Units owned by it for investment 
purposes.  MRI/CPF does not have any plans or proposals which 
relate to or would result in any of the subjects covered by 
paragraphs (a) through (j) of Item 4.  MRI/CPF reserves the right 
to acquire additional Units, to dispose of Units owned by it, or 
to formulate other purposes, plans or proposals regarding the 
Issuer to the extent deemed advisable in light of general 
investment policies, market conditions and other factors.



                                                     Page 7 of 9

     Item 5.  Interest and Securities of the Issuer.

     (a)  MRI/CPF owns 26,635 Units, approximately 29.2% of the 
total amount outstanding.  In addition, the Affiliated Holders 
own the number of Units set forth opposite their name:

          Affiliated Holder        Units

          QAL II Associates         17
          QALA III Associates       65

MRI/CPF, as a result of its affiliation with the Affiliated 
Holders, may be deemed to beneficially own an aggregate of 26,717 
Units, approximately 29.3% of the total amount outstanding.  For 
additional information with respect to the Affiliated Holders, 
see Item 2 above. Pursuant to Rule 13d-4 of the Act, each 
Instruction C Person disclaims beneficial ownership of the Units 
owned by MRI/CPF and the filing of this statement shall not be 
construed as an admission that such person is, for purposes of 
Section 13(d) or Section 13(g) of the Act, the beneficial owner 
of such Units.

     (b)  MRI/CPF has the sole power to vote and dispose of the 
26,635 Units owned by it.  In addition, as a result of its 
affiliation with the Affiliated Holders, MRI/CPF may be deemed to 
have shared voting and dispositive power over the Units owned by 
the Affiliated Holders.

     (c)  See Item 3.

     (d)  Not applicable.

     (e)  Not applicable.

     Item 6.     Contracts, Arrangements, Understandings or 
Relationships With Respect to the Securities of the Issuer.

     Pursuant to an agreement (the "Insignia Agreement"), dated 
as of January 19, 1996, between MRI/CPF, the Affiliated Holders 
and Insignia Financial Group, Inc. ("Insignia"), under certain 
circumstances, MRI/CPF has the right to require Insignia to 
purchase the Units owned by MRI/CPF and the Affiliated Holders 
for a purchase price based on a formula set forth in the Insignia 
Agreement.


                                                     Page 8 of 9

     Item 7.     Materials to be Filed as Exhibits.

     (a)  Agreement, dated as of January 19, 1996, between 
MRI/CPF, the Affiliated Holders and Insignia Financial Group, 
Inc.




                                                     Page 9 of 9

     After reasonable inquiry and to the best of its knowledge 
and belief, the undersigned certifies that the information set 
forth in this statement is true, complete and correct.


Date: January 30, 1996        MRI/CPF L.L.C.


                              MEMBER: Michael L. Ashner

                              By: /s/ Michael L. Ashner
                                  Michael L. Ashner


                              MEMBER: Arthur N. Queler

                              By: /s/ Arthur N. Queler          
                                  Arthur N. Queler, Member


                              MEMBER: Dogwood Associates

                              By: /s/ Martin Lifton
                                  General Partner


                              MEMBER: AP-NPI III, L.P.

                              By: AP-NPI Operating 
                                  Corporation III, 
                                  General Partner

                                  By: /s/ Michael Weiner
                                      Vice President




                                                       Schedule 1

                                 Individual Instruction C Persons

     Michael L. Ashner.  Mr. Ashner's current principal 
occupation is to serve as Chief Executive Officer of Winthrop 
Financial Associates, a limited partnership ("Winthrop"), a real 
estate investment firm.  Winthrop's principal business address is 
One International Place, Boston, MA 02110.

     Leon D. Black.  Mr. Black's current principal occupation is 
to serve as an executive officer and director of each of Apollo 
Capital Management, Inc. ("Apollo Capital") and Lion Capital 
Management, Inc. ("Lion Capital").  The business address for such 
entities is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of 
the Americas, New York, NY 10019.  Mr. Black is also a founding 
principal of Apollo Advisors, L.P. ("Apollo Advisors"), AREA and 
Lion Advisors, L.P. ("Lion Advisors").

     John J. Hannan.  Mr. Hannan's current principal occupation 
is to serve as an executive officer and director of each of 
Apollo Capital and Lion Capital.  The business address for such 
entities is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of 
the Americas, New York, NY 10019.  Mr. Hannan is also a founding 
principal of Apollo Advisors, AREA and Lion Advisors.

     William Mack.  Mr. Mack's current principal occupation is to 
serve as a consultant to Apollo Advisors and as a principal of 
AREA.  The business address for such entities is c/o Apollo Real 
Estate Advisors, L.P., 1301 Avenue of the Americas, New York, NY 
10019.

     W. Edward Scheetz.  Mr. Scheetz' current principal 
occupation is to serve as a Vice President of AREM.  Mr. Scheetz 
also directs portfolio management for AREA and directs the 
investment activates of Apollo Real Estate Investment Fund, L.P. 
("AREIF").  The business address for such entities is c/o Apollo 
Real Estate Advisors, L.P., 1301 Avenue of the Americas, New 
York, NY 10019.

     Michael Weiner.  Mr. Weiner's current principal occupation 
is to serve as General Counsel to AREM, AREA, AREIF, Apollo 
Advisors and Lion Advisors.  Mr. Weiner is also a Vice President 
of AREM.  The business address for such entities is c/o Apollo 
Real Estate Advisors, L.P., 1301 Avenue of the Americas, New 
York, NY 10019.

     Lee Neibart.  Mr. Neibart's current principal occupation is 
to serve as a Vice President of AREM.  Mr. Neibart also directs 
portfolio management for AREA.  The business address for such 
entities is c/o Apollo Real Estate Advisors, L.P., 1301 Avenue of 
the Americas, New York, NY 10019.

     Ronald Kravit.  Mr. Kravit's current principal occupation is 
to serve as a Vice President of Real Estate Acquisitions of AREA 
and AREIF.  The business address for such entities is c/o Apollo 
Real Estate Advisors, L.P., 1301 Avenue of the Americas, New 
York, NY 10019.

     Martin Lifton.  Mr. Lifton's current principal occupation is 
to serve as Chairman and President of The Lifton Company ("TLC"), 
a real estate investment firm.  TLC's principal business address 
is 100 Jericho Quadrangle, Suite 214, Jericho, NY 11753.

     Arthur N. Queler.  Mr. Queler is currently an independent 
consultant.  Mr. Queler's principal business address is 5665 
Northside Drive N.W., Atlanta, GA 30328.

     Steven Lifton.   Mr. Lifton's current principal occupation 
is to serve as a Senior Vice President of TLC.  TLC's principal 
business address is 100 Jericho Quadrangle, Suite 214, Jericho, 
NY 11753.  Mr. Lifton is a son of Martin Lifton and a brother of 
G. Bruce Lifton and Judie Lifton.

     G. Bruce Lifton.  Mr. Lifton's current principal occupation 
is to serve as a Vice President of TLC.  TLC's principal business 
address is 100 Jericho Quadrangle, Suite 214, Jericho, NY 11753. 
 Mr. Lifton is a son of Martin Lifton and the brother of Steven 
Lifton and Judie Lifton.

     Judie Lifton.  Ms. Lifton's current principal occupation is 
an attorney in New York City.  Ms. Lifton's business address is 
c/o The Lifton Company, 100 Jericho Quadrangle, Suite 214, 
Jericho, NY 11753.  Ms. Lifton is the daughter of Martin Lifton 
and the sister of Steven Lifton and G. Bruce Lifton.




                                                       Exhibit A


     AGREEMENT, dated as of January __, 1996, between MRI/CPF 
L.L.C. ("LLC"), QAL II ("QAL"), QALA III ("QALA") and INSIGNIA 
FINANCIAL GROUP, INC. ("Insignia").

                       W I T N E S S E T H:

     WHEREAS:  1.  LLC, QAL and QALA collectively own 26,717 
limited partnership units (the "Units") in MRI Business 
Properties Fund, Ltd. II (the "Partnership").

     2.  Exeter Capital Corporation (the "Company"), an affiliate 
of LLC, has agreed to perform certain consulting services for the 
Partnership pursuant to the terms of a Services Agreement (the 
"Services Agreement"), dated the date hereof, between the 
Partnership and the Company.

     3.  An affiliate of Insignia controls the general partner of 
the Partnership.

     4.  The parties hereto are desirous of making certain 
arrangements in the event that the Partnership does not make 
certain distributions requested pursuant to the Services 
Agreement or the Services Agreement is terminated.

     NOW, THEREFORE, the parties hereto hereby agree as follows:

     FIRST:  In the event that the Services Agreement is 
terminated by the Partnership prior to the dissolution of the 
Partnership, LLC shall have the right by notice to Insignia (the 
"Termination Notice") given at any time during the six (6) month 
period following the termination of the Services Agreement, to 
require Insignia to purchase all of the Units at an aggregate 
purchase price equal to the "Termination Price" (as hereafter 
defined).  "Termination Price" shall mean (i) the amount which 
would be distributable by the Partnership to LLC, QAL and QALA, 
collectively, had the Partnership distributed to its limited 
partners all cash and cash equivalents held by the Partnership as 
of the date of the Termination Notice, reduced by (ii) the 
aggregate amount of (A) any distributions to LLC, QAL and QALA 
with respect to the Units by the Partnership subsequent to the 
date of the Termination Notice, (B) the amount derived by 
multiplying $60,000 by a fraction, the numerator of which shall 
be the number of Units owned by LLC, QAL and QALA collectively, 
as of the date of the Termination Notice, and the denominator of 
which shall be the total number of Units of the Partnership 
outstanding, as of the date of the Termination Notice, and (C) 
all amounts payable, as of the closing, by LLC, QAL and QALA to 
Insignia pursuant to Article SECOND hereof.  

     SECOND:  Pursuant to the provisions of the Services 
Agreement, LLC may, from time to time, give a notice (the 
"Distribution Notice") to the Partnership requesting that the 
Partnership make a distribution to its limited partners in an 
amount not in excess of the cash and cash equivalents held by the 
Partnership as of the date of the Distribution Notice.  If the 
Partnership fails to make the distribution (or any portion 
thereof) requested in the Distribution Notice within thirty (30) 
days of receipt thereof, Insignia hereby agrees to pay to LLC, 
QAL and QALA upon receipt of written request therefor from LLC, 
an amount (the "Distribution Notice Payment") equal to (a) the 
amount of the distribution requested in the Distribution Notice 
less (b) any amounts distributed by the Partnership to LLC, QAL 
and QALA subsequent to the date of the Distribution Notice.  LLC, 
QAL and QALA hereby agree that they will repay any and all 
Distribution Notice Payments received by them from Insignia, 
without interest, out of subsequent distributions received by 
LLC, QAL and QALA from the Partnership.

     THIRD:  The closing of any sale of Units pursuant to this 
Agreement shall take place at the offices of Rosenman & Colin 
LLP, 575 Madison Avenue, New York, New York  10022, on the date 
specified by LLC in the Termination Notice, which date shall be 
no earlier than 30 days nor later than 45 days after the delivery 
of such notices.  At the closing of the sale of Units, LLC, QAL 
and QALA shall deliver to Insignia an assignment of all their 
right, title and interest in the Units, free and clear of all 
liens, charges, pledges and encumbrances of any kind or nature.  
Payment of the Termination Price and all distributions or other 
amounts payable to LLC, QAL or QALA hereunder shall be made by 
certified or official bank check payable to the order of LLC, QAL 
or QALA, as the case may be, or by wire transfer to LLC, QAL or 
QALA, as the case may be, in accordance with wire instructions 
set forth in the Termination Notice or notice otherwise provided 
hereunder to the Partnership or Insignia, as the case may be.  
All amounts payable to Insignia hereunder shall be made by 
certified or official bank check payable to the order of Insignia 
or by wire transfer to Insignia in accordance with wire 
instructions or notice otherwise provided hereunder by Insignia.

     FOURTH:  A.  This Agreement shall inure to the benefit of 
and be binding upon the parties hereto and their respective 
successors and assigns.

     B.  This Agreement shall be governed by and construed and 
enforced in accordance with the laws of the State of New York 
without reference to its principles of conflicts of law.

     C.  All notices, demands or requests provided for or 
permitted to be given pursuant to this Agreement must be in 
writing.  All notices, demands and requests to be sent shall be 
deemed to have been properly given or served by personal 
delivery, by depositing the same in the United States mail, 
postpaid and certified with return receipt requested, by 
depositing the same with any reputable overnight mail courier, or 
by transmission of same by telecopy or similar service, at the 
following address or telecopier number:

     If to Insignia:
               1 Insignia Financial Plaza
               Greenville, SC 29602
               Attention:  James A. Aston
                           John K. Lines
               Telephone No.:  (803) 239-1000
               Facsimile No.:  (803) 239-1096

     with a copy to:

               Proskauer Rose Goetz & Mendelsohn LLP
               1585 Broadway
               New York, NY 10036
               Attention:  Arnold S. Jacobs
               Telephone No.:  (212) 969-3000
               Facsimile No.:  (212) 969-2900


     If to LLC, QAL or QALA:

               100 Jericho Quadrangle
               Jericho, NY 11753
               Attention: Michael J. Ashner
               Telephone No.:  (516) 822-0022
               Facsimile No.:  (516) 433-2777

     with a copy to:

               Rosenman & Colin LLP
               575 Madison Avenue
               New York, NY 10022
               Attention:  Mark I. Fisher
                           Joseph L. Getraer
               Telephone No.:  (212) 940-8800
               Facsimile No.:  (212) 940-8776

Each notice, demand and request shall be effective upon personal 
delivery, upon confirmation of the date on which the same is 
deposited in the United States mail or with any reputable 
overnight mail courier in accordance with the foregoing 
requirements.  Rejection or other refusal to accept or the 
inability to deliver because of changed address of which no 
notice was given shall not adversely impact the effectiveness of 
any such notice, demand or request.  By giving to the other 
parties at least 30 days' written notice thereof, the parties 
hereto, and their respective successors and assigns, shall have 
the right from time to time at any time during the term of this 
Agreement to change their respective addresses and each shall 
have the right to specify as its address any other address within 
the United States of America; provided, however, that any such 
notice shall be effective only upon actual receipt.

     FIFTH:  This Agreement shall terminate on the earlier to 
occur of (i) the removal, without its consent, of the general 
partner of the Partnership, (ii) the loss, without its consent, 
of the ability of NPI Equity Investments II, Inc. or an affiliate 
of Insignia to control the general partner of the Partnership and 
(iii) the dissolution of the Partnership; provided, however, the 
 obligations of LLC, QAL and QALA to repay Distribution Notice 
Payments to Insignia pursuant to Article SECOND hereof shall 
survive any such termination pursuant to clause (i) or (ii) 
hereof.

     IN WITNESS WHEREOF, each of the parties hereto have executed 
this Agreement as of the day and year first above written.

                               MRI/CPF L.L.C.

                               By:____________________________
                                  Name:  Michael L. Ashner
                                  Title: Member


                               QAL II

                               By:____________________________
                                  Name:  Michael L. Ashner
                                  Title: General Partner


                               QALA III      

                               By:____________________________
                                  Name:  Michael L. Ashner
                                  Title: General Partner


                               INSIGNIA FINANCIAL GROUP, INC.

                               By:___________________________
                                  Name:
                                  Title: