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: 005-45877
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   American Retirement Villas properties II, a California limited partnership
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             (Exact name of registrant as specified in its charter)

                       501 South Fourth Avenue, Suite 140
                              Louisville, KY 40202
                                 (502) 719-1600
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                      Units of limited partnership interest
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            (Title of each class of securities covered by this Form)

                                      None
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  (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:2


            Pursuant to the requirements of the Securities Exchange Act of 1934,
American Retirement Villas Properties II, a California limited partnership, has
caused this certification/notice to be signed on its behalf by the undersigned
duly authorized person.

                                       AMERICAN RETIREMENT VILLAS PROPERTIES II,
                                       A CALIFORNIA LIMITED PARTNERSHIP


DATE:  September 28, 2004              By: /s/ Mark Jessee
                                           -------------------------------------
                                           Name:  Mark Jessee
                                           Title: Chief Financial Officer