UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC 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: 0-13745


                   TPI LAND INVESTORS II LIMITED PARTNERSHIP
            (Exact name of registrant as specified in its charter)



                           ARIZONA                                        86-0483912
                                                            
(State or other jurisdiction of incorporation of organization) (IRS Employer identification No.)


             3420 E. Shea Blvd., Suite 200, Phoenix, Arizona 85028
              (Address of principal executive offices) (Zip Code)

                                (602) 953-5298
             (Registrant's telephone number, including area code)

                           Limited Partnership Units
            (Title of each class of securities covered by the Form)

                                     None
 (All other classes of securities to file reports under Section 13(a) or 15(d)
                                   remains)

Pursuant to rule 15-d-6:

TPI   Land  Investors  II  Limited  Partnership  (the  "Registrant")  has  sold
substantially all of its assets and has distributed its assets and wound up its
affairs.

The Registrant  hereby  requests  that  all future reporting obligations to the
Commission be terminated.

Approximate number of holders of record as  of the certification or notice date
is zero (0).


Pursuant to the requirements to the Securities  Exchange  Act  of 1934 TPI Land
Investors  II  Limited Partnership has caused this certification/notice  to  be
signed on its behalf by the undersigned duly authorized person.

TPI LAND INVESTORS II LIMITED PARTNERSHIP


By: /s/ Herve J.R. Tessier
- ----------------------------------------
Herve J.R. Tessier
Its: General Partner
Dated: December 29, 2005