FORM 15
 [Adopted in Release No. 34-20784 (P.  83,508), March 22, 1984, effective March
                          30, 1984, 49 F.R. 12688.]

                       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    33-22648
                                                   .............................

          CARDINAL INDUSTRIES INCOME PROPERTIES II LIMITED PARTNERSHIP
 ................................................................................
             (Exact name of registrant as specified in its charter)

          6954 AMERICANA PARKWAY, REYNOLDSBURG, OH 43068 (614)759-1566
 ................................................................................
   (Address, including zip code, and telephone number, including area code, of
                    registrant's principal executive offices)

                          LIMITED PARTNERSHIP INTERESTS
 ................................................................................
            (Title of each class of securities covered by this Form)

                                      NONE
 ................................................................................
   (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)   [ ]              Rule 12h-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:

                   360 HOLDERS OF LIMITED PARTNERSHIP UNITS
 ................................................................................

     Pursuant  to  the  requirements  of the  Securities  Exchange  Act of  1934
Cardinal  Industries  Income  Properties II Limited  Partnership has caused this
certification/notice  to be  signed  on  its  behalf  by  the  undersigned  duly
authorized person. 
                                 Cardinal Realty Services, Inc., General Partner

DATE: January 28, 1997            By:    /s/   Jeffrey D.  Meyer
      ................           ...............................................
                                 Jeffrey D.  Meyer
                                 (Secretary & Associate General Counsel)

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.


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