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 0-15816 Krupp Cash Plus-II Limited Partnership (Exact name of registrant as specified in its charter) One Beacon Street, Suite 1500, Boston, Massachusetts 02108 (Address of principal executive offices) (Zip Code) (617) 523-7722 (Registrant's telephone number, including area code) Depositary Receipts representing Units of Investor Limited Partner Interests (Title of each class of securities covered by this Form) N/A (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] Rule12h- 3(b)(1)(ii) [X] 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) [ ] 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 Krupp Cash Plus-II Limited Partnership has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person. DATE: March 30, 1999 BY: /s/ Wayne H.Zarozny Wayne H. Zarozny Treasurer of The Krupp Corporation, a General Partner (page)