UNITED STATES

                      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 - 14217

                         ML VENTURE PARTNERS II, L.P.
            (Exact name of registrant as specified in its charter)

                           4 World Financial Center
                           New York, New York 10080
                                (212) 449-1000
 (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)      [X]

        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,
ML Venture Partners II, L.P. has caused this certification/notice to be signed
on its behalf by the undersigned duly authorized person.

                                      ML VENTURE PARTNERS II, L.P.


                                      By:  MLVPII CO., L.P.,
                                           its Managing General Partner

                                      By:  MERRILL LYNCH VENTURE CAPITAL INC.,
                                           its General Partner

Dated: April 2, 2001                  By:  /s/ James V. Caruso
                                           -----------------------------------
                                               James V. Caruso
                                               Executive Vice President