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 SECTION 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 0-11915 De lphi Film Associates II name of registrant as specified in its charter) 666 Third Avenue, New York, New York 10017, (212) 983-9040 (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)(i) Rule 12g-4(a)(1)(ii) Rule 12h- 3(b)(1)(ii) Rule 12g-4(a)(2)(i) Rule 12h- 3(b)(2)(i) Rule 12g-4(a)(2)(ii) Rule 12h- 3(b)(2)(ii) Rule 15d-6 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, the Registrant has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. Date: December 21, 1995 By: /s/ Steven N. Baumgarten Steven N. Baumgarten, Vice President, ML Film Entertainment Inc., Managing General Partner of The Delphi Organization, the General Partner of Delphi Film Associates II.