content: SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C.  20549
  
                           CURRENT REPORT
  
                      Pursuant to Section 13 of 15(d) of the
  
                          Securities Exchange Act of 1934
  
                           December 7, 1995
                 Date of Report (Date of earliest event reported)
  
                                    DELPHI FILM ASSOCIATES
  II
                 (Exact name of registrant as specified in its
  charter)
  
  New York                 0-11915             13-
  3133772
  (State or other                    (Commission              (IRS
  Employer
  jurisdiction of incorporation)          File Number)
  Identification No.)
  
  
  666 Third Avenue, New York, New York
  10017
  (Address of principal executive officer)      (Zip Code)
  
  
  
  
  
                  Registrant's telephone number, including area
  code 212-983-9040
  
  <PAGE>
  
  Item 2.  Acquisition or Disposition of Assets
  
       Columbia Pictures Industries, Inc. ("Columbia") and TriStar
  
  Pictures, Inc. ("TriStar") offered to purchase from Delphi Film
  
  Associates II (the "Partnership") its interest in Columbia-Delphi
  
  Productions II (the "Columbia Joint Venture") and in Tri-Star-
  
  Delphi II Productions (the "Tri-Star Joint Venture"),
  
  collectively (the "Joint Ventures")for $625,000 and $25,000,
  
  respectively.  The General Partner, on behalf of the Partnership,
  
  accepted this offer.  The definitive documentation for these
  
  transactions (the "Transactions") was executed and delivered on
  
  December 7, 1995 and is retroactively effective as of December 1,
  
  1995 (the "Effective Date").  The Partnership received the
  
  aggregate sale proceeds of  $650,000 on December 8, 1995.  The
  
  gain to be recognized from the Transactions will approximate
  
  $258,000, representing $650,000 less the amounts recorded by the
  
  Partnership as  receivables from the Joint Ventures as of the
  
  Effective Date.  The sale proceeds, less Partnership expenses and
  
  a reserve for expenses, will be distributed to partners in
  
  accordance with the Amended and Restated Limited Partnership
  
  Agreement (the "Partnership Agreement").
  
  
  
  Item 5.  Other Events
  
       The Partnership received the proceeds from the sale of its
  
  interest in the Joint Ventures on December 8, 1995.  As a result
  
  of the sale of its interest in the Joint Ventures, the
  
  Partnership dissolved in accordance with the provisions of the
  
  Partnership Agreement.
  
            On December 19, 1995, the Partnership made a final cash
  
  distribution to its limited partners in the amount of  $720,960
  
  ($60.08 per unit).  On December 19, 1995, the Partnership made a
  
  final distribution to the General Partner in the amount of
  
  $7,282.  In addition, on December 15, 1995, the Partnership
  
  transferred approximately $229,000 to the General Partner, as a
  
  reserve to pay and/or otherwise satisfy liabilities and/or
  
  obligations of the Partnership that presently exist or that are
  
  expected to arise in the future.  These distributions and
  
  payments represented the final distributions of the Partnership.
  
  Accordingly, the Partnership has been effectively liquidated and
  
  terminated.
  
  
  
  Item 7.  Financial Statements, Pro forma Financial Information
  
  and Exhibits
  
       Pro forma financial information.
  
       The following unaudited pro forma financial information
  
  reflects the Transactions as if they had occurred as of January
  
  1, 1995 or January 1, 1994, respectively.  The results of
  
  operations for the nine month period ended September 30, 1995 and
  
  the year ended December 31, 1994 would not have reflected the
  
  Share of Profit in Motion Picture Venture--Columbia-Delphi
  
  Productions II.  In addition, the results of operations for the
  
  nine month period ended September 30, 1995 and the year ended
  
  December 31, 1994 would reflect the gain on sale of interests in
  
  the Joint Ventures, interest income from short-term investments
  
  retained after distributions to partners and would provide for
  
  operating expenses to liquidate the Partnership.  Giving effect
  
  to the Transactions, as if they had occurred on January 1, 1995
  
  and January 1, 1994, respectively, the pro forma net income for
  
  the nine month period ended September 30, 1995 and the year ended
  
  December 31, 1994 would have been approximately $55,000 and
  
  $122,000, respectively.  Net profit (loss) per unit of limited
  
  partnership interest is calculated in accordance with the
  
  Partnership Agreement.  For the nine month period ended September
  
  30, 1995 and the year ended December 31, 1994, the pro forma net
  
  profit per unit of limited partnership interest would have been
  
  approximately $5 and $10, respectively, as compared to the stated
  
  net loss per unit of limited partnership interest of $17 and $12,
  
  respectively.  In addition, if the Transactions and distribution
  
  to partners had occurred as of September 30, 1995, the balance
  
  sheet as of that date would have only reflected cash and accrued
  
  expenses necessary to liquidate the Partnership.
  
  
  
  Exhibits
  
  10.1  Purchase and Sale Agreement dated as of December 1, 1995-
  
  Interest in Columbia-Delphi              Productions II.
  
  10.2  Purchase and Sale Agreement dated as of December 1, 1995-
  
  Interest in Tri-Star-Delphi              II Productions.
  
  <PAGE>
  
                           SIGNATURES
  
  
  
       Pursuant to the requirements of the Securities Exchange Act
  
  of 1934, the Registrant has duly caused this report to be signed
  
  on its behalf by the undersigned, thereunto duly authorized.
  
                                DELPHI FILM ASSOCIATES II
                                A New York Limited Partnership
  
                                By:  THE DELPHI ORGANIZATION,
                                         General Partner
  
                                By:  ML Film Entertainment Inc.,
                                        Managing Partner
  
  
  
  December 20, 1995                  /s/ Diane T. Herte
  
            Date                     Diane T. Herte
                                Treasurer of the Managing Partner
  of the
                                General Partner
                                (principal financial officer and
  principal
                                accounting officer of the
  Registrant)
  
  
  
  
  December 20, 1995                  /s/ Steven N. Baumgarten
            Date                     Steven N. Baumgarten
                                Director and Vice President of the
                                Managing Partner of the General
  Partner
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text: SECURITIES AND EXCHANGE COMMISSION
  
                             Washington, D.C.  20549
  
                           CURRENT REPORT
  
                      Pursuant to Section 13 of 15(d) of the
  
                          Securities Exchange Act of 1934
  
                           December 7, 1995
                 Date of Report (Date of earliest event reported)
  
                                    DELPHI FILM ASSOCIATES
  II
                 (Exact name of registrant as specified in its
  charter)
  
  New York                 0-11915             13-
  3133772
  (State or other                    (Commission              (IRS
  Employer
  jurisdiction of incorporation)          File Number)
  Identification No.)
  
  666 Third Avenue, New York, New York
  10017
  (Address of principal executive officer)      (Zip Code)
  
                  Registrant's telephone number, including area
  code 212-983-9040
  Item 2.  Acquisition or Disposition of Assets
  
       Columbia Pictures Industries, Inc. ("Columbia") and TriStar
  
  Pictures, Inc. ("TriStar") offered to purchase from Delphi Film
  
  Associates II (the "Partnership") its interest in Columbia-Delphi
  
  Productions II (the "Columbia Joint Venture") and in Tri-Star-
  
  Delphi II Productions (the "Tri-Star Joint Venture"),
  
  collectively (the "Joint Ventures")for $625,000 and $25,000,
  
  respectively.  The General Partner, on behalf of the Partnership,
  
  accepted this offer.  The definitive documentation for these
  
  transactions (the "Transactions") was executed and delivered on
  
  December 7, 1995 and is retroactively effective as of December 1,
  
  1995 (the "Effective Date").  The Partnership received the
  
  aggregate sale proceeds of  $650,000 on December 8, 1995.  The
  
  gain to be recognized from the Transactions will approximate
  
  $258,000, representing $650,000 less the amounts recorded by the
  
  Partnership as  receivables from the Joint Ventures as of the
  
  Effective Date.  The sale proceeds, less Partnership expenses and
  
  a reserve for expenses, will be distributed to partners in
  
  accordance with the Amended and Restated Limited Partnership
  
  Agreement (the "Partnership Agreement").
  
  Item 5.  Other Events
  
       The Partnership received the proceeds from the sale of its
  
  interest in the Joint Ventures on December 8, 1995.  As a result
  
  of the sale of its interest in the Joint Ventures, the
  
  Partnership dissolved in accordance with the provisions of the
  
  Partnership Agreement.
  
            On December 19, 1995, the Partnership made a final cash
  
  distribution to its limited partners in the amount of  $720,960
  
  ($60.08 per unit).  On December 19, 1995, the Partnership made a
  
  final distribution to the General Partner in the amount of
  
  $7,282.  In addition, on December 15, 1995, the Partnership
  
  transferred approximately $229,000 to the General Partner, as a
  
  reserve to pay and/or otherwise satisfy liabilities and/or
  
  obligations of the Partnership that presently exist or that are
  
  expected to arise in the future.  These distributions and
  
  payments represented the final distributions of the Partnership.
  
  Accordingly, the Partnership has been effectively liquidated and
  
  terminated.
  
  Item 7.  Financial Statements, Pro forma Financial Information
  
  and Exhibits
  
       Pro forma financial information.
  
       The following unaudited pro forma financial information
  
  reflects the Transactions as if they had occurred as of January
  
  1, 1995 or January 1, 1994, respectively.  The results of
  
  operations for the nine month period ended September 30, 1995 and
  
  the year ended December 31, 1994 would not have reflected the
  
  Share of Profit in Motion Picture Venture--Columbia-Delphi
  
  Productions II.  In addition, the results of operations for the
  
  nine month period ended September 30, 1995 and the year ended
  
  December 31, 1994 would reflect the gain on sale of interests in
  
  the Joint Ventures, interest income from short-term investments
  
  retained after distributions to partners and would provide for
  
  operating expenses to liquidate the Partnership.  Giving effect
  
  to the Transactions, as if they had occurred on January 1, 1995
  
  and January 1, 1994, respectively, the pro forma net income for
  
  the nine month period ended September 30, 1995 and the year ended
  
  December 31, 1994 would have been approximately $55,000 and
  
  $122,000, respectively.  Net profit (loss) per unit of limited
  
  partnership interest is calculated in accordance with the
  
  Partnership Agreement.  For the nine month period ended September
  
  30, 1995 and the year ended December 31, 1994, the pro forma net
  
  profit per unit of limited partnership interest would have been
  
  approximately $5 and $10, respectively, as compared to the stated
  
  net loss per unit of limited partnership interest of $17 and $12,
  
  respectively.  In addition, if the Transactions and distribution
  
  to partners had occurred as of September 30, 1995, the balance
  
  sheet as of that date would have only reflected cash and accrued
  
  expenses necessary to liquidate the Partnership.
  
  Exhibits
  
  10.1  Purchase and Sale Agreement dated as of December 1, 1995-
  
  Interest in Columbia-Delphi              Productions II.
  
  10.2  Purchase and Sale Agreement dated as of December 1, 1995-
  
  Interest in Tri-Star-Delphi              II Productions.
  SIGNATURES
  
       Pursuant to the requirements of the Securities Exchange Act
  
  of 1934, the Registrant has duly caused this report to be signed
  
  on its behalf by the undersigned, thereunto duly authorized.
  
                                DELPHI FILM ASSOCIATES II
                                A New York Limited Partnership
  
                                By:  THE DELPHI ORGANIZATION,
                                         General Partner
  
                                By:  ML Film Entertainment Inc.,
                                        Managing Partner
  
  December 20, 1995                  /s/ Diane T. Herte
  
            Date                     Diane T. Herte
                                Treasurer of the Managing Partner
  of the
                                General Partner
                                (principal financial officer and
  principal
                                accounting officer of the
  Registrant)
  
  December 20, 1995                  /s/ Steven N. Baumgarten
            Date                     Steven N. Baumgarten
                                Director and Vice President of the
                                Managing Partner of the General
  Partner