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    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  0-13736

                          VMLPZ Mortgage Investors L.P.
             (Exact name of registrant as specified in its charter)

        c/o KPMG Peat Marwick LLP, 99 High Street, Boston, MA 02110-2371
                          Telephone number 617-338-2925
    (Address, including zip code, and telephone number, including area code,
                  of registrant's prinicipal executive offices)

                Depositary units of limited partnership interests
            (Title of each class of securities covered by this Form)

                                      None
       (Titles of all other classes of securities forwhich 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)    X   
                  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:   -0-

         Pursuant to the  requirements  of the  Securities  Exchange Act of 1934
VMLPZ Mortgage Investors L.P. has caused this  certification/notice to be signed
on its behalf by the duly authorized person.

Date:  November 13, 1995               By:      VMLPZ Mortgage Investors, Inc.,
                                                its General Partner


                                       By:/s/ Philip H. Brady, Jr.
                                          Philip H. Brady, Jr.
                                          President of General Partner

Instruction:  This  form is  required  by Rules  12g-4,  12h-3  and 15d-6 of the
General Rules and  Regulations  under the  Securities  Exchange Act of 1934. The
registrant  shall file with the Commission three copies of Form 15, one of which
shall be manually signed.  It may be signed by an officer of the registrant,  by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.