FORM 15

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

  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:  0-14421

                         SILVER SCREEN PARTNERS II, L.P.
                        (a Delaware Limited Partnership)
             (Exact name of registrant as specified in its charter)

                       Chelsea Piers - Pier 62, Suite 300
                            New York, New York 10011
                                 (212) 336-6700
    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices

                     Units of Limited Partnership Interest
                     -------------------------------------
         (Title 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)  [  ]           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            [X ]
          Rule 12h-3(b)(1)(i)  [X ]

     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 Silver
Screen  Partners II, L.P. has caused this  certification/notice  to be signed on
its behalf by the undersigned duly authorized person.

DATE:  January 8, 1997                    By    SILVER SCREEN MANAGEMENT, INC.
                                                  Managing General Partner

                                            By   /s/ Roland W. Betts
                                                  ------------------------------
                                                  Roland W. Betts, 
                                                  President/Treasurer