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