<PAGE>
                              UNITED STATES
                   SECURITIES AND EXCHANGE COMMISSION
                         Washington, D.C.  20549

                                FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
     EXCHANGE ACT OF 1934

                 For The Year Ended December 31, 1995

                                    OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

            For the transition period from N/A to N/A
                                           ---    ---

                      Commission File No. 0-16683

                TECHNOLOGY FUNDING SECURED INVESTORS II
          ----------------------------------------------------
         (Exact name of Registrant as specified in its charter)

          CALIFORNIA                            94-3034262
-------------------------------     ---------------------------------
(State or other jurisdiction of    (I.R.S. Employer Identification No.)
incorporation or organization) 

2000 Alameda de las Pulgas, Suite 250
San Mateo, California                                            94403
---------------------------------------                       --------
(Address of principal executive offices)                     (Zip Code)

                              (415) 345-2200
             --------------------------------------------------
            (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Limited 
Partnership Units

Indicate by check mark whether the Registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange 
Act of 1934 during the preceding 12 months (or for such shorter period 
that the Registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days. Yes X  No   
                                                             ---   ---

Indicate by check mark if disclosure of delinquent filers pursuant to 
Item 405 of Regulation S-K is not contained herein, and will not be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-K or any amendment to this Form 10-K.                      [  ]

No active market for the units of limited partnership interests ("Units") 
exists, and therefore the market value of such Units cannot be 
determined.

Documents incorporated by reference:  Portions of the Prospectus dated 
June 4, 1987 forming a part of Registration Statement No. 33-12566 and of 
Supplement No. 2 dated February 12, 1988 and filed pursuant to Rule 
424(c) of the General Rules and Regulations under the Securities Act of 
1933 and of the Amended Prospectus dated March 8, 1988 that forms a part 
of Post-Effective Amendment No. 1 to the Registration Statement are 
incorporated by reference in Parts I and III, hereof.  Portions of the 
Prospectus of Technology Funding Medical Partners I, L.P., as modified by 
Cumulative Supplement No. 4 dated January 4, 1995, forming a part of the 
May 3, 1993, Pre-Effective Amendment No. 3 to the Form N-2 Registration 
Statement No. 33-54002 dated October 30, 1992, is incorporated by 
reference in Part III hereof.

<PAGE>
                                   PART I

Item 1.  BUSINESS
------   --------
 
Technology Funding Secured Investors II (hereinafter referred to 
as the "Partnership" or the "Registrant") was formed as a 
California limited partnership on August 31, 1984 and commenced 
operations on June 4, 1987 with the sale of Units.  The business 
of the Partnership is to provide loans secured by equipment and 
other assets to new and developing companies and to acquire 
equity interests in these companies as described in the "Summary 
of the Offering" and "Business of the Partnership" sections of 
the Prospectus originally dated June 4, 1987 and in Supplement 
No. 2 thereto dated February 12, 1988 (the "Supplement"), that 
forms a part of the Registrant's Form S-1 Registration Statement 
No. 33-12566 and in the Amended Prospectus dated March 8, 1988 
that forms a part of Post-Effective Amendment No. 1 to the 
Registration Statement as filed with the Securities and Exchange 
Commission on March 8, 1988, (such Prospectus, as supplemented 
and amended on March 8, 1988, is hereinafter referred to as the 
"Prospectus"), which sections are incorporated herein by 
reference.  Additional characteristics of the Partnership's 
business are discussed in the "Risk Factors" and "Conflicts of 
Interest" sections of the Prospectus, which sections are also 
incorporated herein by reference.  The Partnership had been 
inactive until it commenced selling units of limited partnership 
interest ("Units") on June 4, 1987.  The Partnership's Amended 
and Restated Limited Partnership Agreement ("Partnership 
Agreement") provides that the Partnership will continue until 
December 31, 1996, unless further extended for up to two 
additional two-year periods from such date if the General 
Partners so determine, or the Partnership may be dissolved 
earlier.

Item 2.  PROPERTIES
------   ----------

The Registrant has no material physical properties.

Item 3.  LEGAL PROCEEDINGS
------   -----------------

Except as disclosed in Note 8 to the financial statements, there 
are no other material pending legal proceedings to which the 
Registrant is party or of which any of its property is the 
subject, other than ordinary routine litigation incidental to 
the business of the Partnership.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
------   ---------------------------------------------------

No matter was submitted to a vote of the holders of units of 
limited partnership interests ("Units") during 1995.

                                    PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
------   -------------------------------------------------------------
MATTERS
-------

(a)  There is no established public trading market for the 
Units.

(b)  At December 31, 1995, there were 5,258 record holders of 
Units.

(c)  The Registrant, being a partnership, does not pay 
dividends.  Cash distributions, however, may be made to the 
partners in the Partnership pursuant to the Registrant's 
Partnership Agreement.

Item 6.  SELECTED FINANCIAL DATA
------   -----------------------





<TABLE>
<CAPTION>
                                        For the Years Ended and As of December 31,
                             --------------------------------------------------------------
                             1995            1994         1993          1992          1991
                             ----            ----         ----          ----          ----
<S>                       <C>             <C>          <C>           <C>          <C>
Total income              $ 1,305,344      1,159,042       967,972   2,560,375     3,250,112
Net operating (loss)
 income                      (470,089)       194,471      (371,466)    462,273     1,191,178
Net realized gain from sales
 of equity investments      2,438,619         25,813       343,333     799,468       373,099
Realized losses from 
 investment write-downs    (2,367,660)    (2,460,743)   (4,326,176) (1,289,209)     (351,020)
Recoveries from investments
 previously written off        28,690             --        27,383          --            --
Net realized (loss)
 income                      (370,440)    (2,240,459)   (4,326,926)    (27,468)    1,213,257
Change in net unrealized
 fair value:
  Equity investments        1,604,675     (1,220,545)    2,033,650  (3,404,583)      990,743
  Secured notes receivable    346,000       (286,000)      511,000  (1,413,767)     (223,550)
Net income (loss)           1,580,235     (3,747,004)   (1,782,276) (4,845,818)    1,980,450
Net realized (loss)
 income per Unit                   (2)           (14)          (27)         --             7
Total assets               10,266,004      7,661,352    11,843,982  15,516,042    24,581,830
Distributions declared       (466,804)      (300,003)     (900,008) (3,037,768)   (3,636,385)
</TABLE>



Refer to financial statement notes entitled "Summary of 
Significant Accounting Policies" and "Allocation of Profits and 
Losses" for a description of the method of calculation of net 
realized (loss) income per Unit.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
------   -----------------------------------------------------------
AND RESULTS OF OPERATIONS
-------------------------

Liquidity and Capital Resources
-------------------------------

In 1995, net cash provided by operating activities totaled 
$344,675.  The Partnership paid management fees of $148,338 to 
the Managing General Partner and reimbursed related parties for 
operating expenses of $349,985, and received $1,801 from 
affiliated partnerships for net loan participations.  Other 
operating expenses of $435,420 were paid, and interest and 
other income of $1,266,488 and $10,129, respectively, were 
received. 

During 1995, the Partnership issued $770,665 in secured notes 
receivable primarily to portfolio companies in the computers 
and computer equipment and medical industries and purchased 
$3,278 in equity investments.  Repayments of secured notes 
receivable provided cash of $1,128,063.  Proceeds from sales of 
equity investments and recoveries from investments previously 
written off totaled $3,379,417 and $28,690, respectively.  As 
of December 31, 1995, the Partnership was committed to fund up 
to an additional $208,000 on term note financings to existing 
borrowing companies.

During 1995, Datalogix International, Inc., Celeritek, Inc. and 
Elantec, Inc. completed their initial public offerings 
("IPOs").  Hybridon, Inc. completed its IPO in early 1996.  The 
Partnership sold its Datalogix International, Inc. and a 
portion of its Celeritek, Inc. investments for total proceeds 
of $136,944.  Although investments in Celeritek, Inc., Elantec, 
Inc. and Hybridon, Inc. are subject to certain selling 
restrictions, their IPOs indicate potential future liquidity.  

In December 1995,  the Partnership sold its remaining 50% 
ownership in Imagine Publishing, Inc. (formerly GP 
Publications, Inc.) for net cash proceeds of $2,450,316.  The 
first half of the investment was sold in 1993 for net proceeds 
of $572,917.

All management fees which are due have been paid through 
December 31, 1995.  Management fees are paid to the extent that 
the aggregate amount of all proceeds (including those from 
warrants exercised without cash) from the sale or other 
disposition of borrowing company equities, plus the aggregate 
fair market value of any equity securities distributed to the 
partners, exceeds the total management fee payable as defined 
in the Partnership Agreement.

Cash and cash equivalents at December 31, 1995 were $5,058,537.  
Operating cash reserves combined with proceeds from the sales 
of investments, interest income received from short-term 
investments and repayments of secured notes receivable are 
expected to be sufficient to fund Partnership operations and 
the loan requirements of existing borrowing companies through 
the next twelve months.

Results of Operations
---------------------

1995 compared to 1994
---------------------

Net income was $1,580,235 compared to a net loss of $3,747,004 
in 1995 and 1994, respectively.  The change was primarily due 
to a $2,825,220 increase in the change in net unrealized fair 
value of equity investments, and a $2,412,806 increase in net 
realized gain from sales of equity investments, partially 
offset by a $742,232 increase in total operating expenses.  

In 1995, the increase in equity investment fair value of 
$1,604,675 was primarily due to the reversal of unrealized 
losses, which were realized from investments write-downs for 
portfolio companies in the medical and retail/consumer products 
industries.  In 1994, the decrease of $1,220,545 was mostly due 
to a net decrease in the fair value of the Partnership's 
holdings in a portfolio company in the medical industry.

Net realized gain from sales of equity investments totaled 
$2,438,619 primarily from the sales of Imagine Publishing, Inc. 
as discussed in the above section, 3Com Corporation, and 
Datalogix International, Inc.  In 1994, the realized gain of 
$25,813 mostly related to the non-cash exercise of Elantec, 
Inc. warrants.

Total operating expenses were $1,331,795 and $589,563 in 1995 
and 1994, respectively.  As discussed in Note 3 to the 
financial statements, the 1995 operating expenses include 
additional administrative and investors services expenses of 
$877,965.  In addition, the 1994 operating expenses were 
reduced by collection expense reimbursements of $187,441 from a 
portfolio company in the computers and computer equipment 
industry, of which approximately $130,000 related to expenses 
incurred prior to December 31, 1993.  This recovery was 
recorded as a reduction to lending operations and investment 
management expense.  Had the additional expenses in 1995 been 
recorded in prior years and had there been no such recovery of 
prior period costs in 1994, total operating expenses would have 
been $510,515 and $775,097 for 1995 and 1994, respectively.  
The decrease was primarily due to lower administrative and 
investor services, and lending operations and investment 
management expenses from lower overall portfolio activities.

The Partnership recorded an increase in the fair value of 
secured notes receivable of $346,000 in 1995 compared to a 
decrease of $286,000 in 1994, based upon the level of loan loss 
reserves deemed adequate by the Managing General Partner at the 
respective year ends.  The 1995 increase was primarily due to 
the reversal of unrealized losses, which were realized from 
investment write-downs for a portfolio company in the medical 
industry.

Secured notes receivable interest income was $1,229,935 and 
$1,085,580 in 1995 and 1994, respectively. The increase was 
mostly due to cash interest payments received from portfolio 
companies in the semiconductor equipment, medical, and 
telecommunication industries which had been on nonaccrual 
status.

In 1995 and 1994, the Partnership realized losses from 
investments write-downs of $2,367,660 and $2,460,743 
respectively.  The 1995 write-downs primarily related to equity 
investments in portfolio companies in the medical and retail 
and consumer products industries.  Write-downs in 1994 mostly 
related to secured notes receivable to a portfolio company in 
the computers and computer equipment industry.

There is no established source of market value information for 
the Partnership's portfolio of equity investments and secured 
notes receivable.  The value of the portfolio has been 
estimated by the Managing General Partner in the absence of 
readily ascertainable market values.  Although secured notes 
receivable are secured by specific assets of the borrowing 
company, due to the inherent uncertainty of valuation, 
estimated values may differ significantly from the values that 
would have been used had a ready market of the investment 
existed.  The difference could be material.

Given the inherent risk associated with the business of the 
Partnership, the future performance of portfolio company 
investments may significantly impact future operations.


1994 compared to 1993
---------------------

Net loss was $3,747,004 and $1,782,276 in 1994 and 1993, 
respectively.  The change in net loss was primarily due to 
decreases of $3,254,195 and $797,000 in the change in net 
unrealized fair value of equity investments and secured notes 
receivable, respectively, a $317,520 decrease in net realized 
gain from sale of equity investments and a $169,856 increase in 
other investment expenses.  These changes were partially offset 
by a $1,865,433 decrease in realized losses from investment 
write-downs, a $480,228 decrease in total operating expenses, 
and a $191,070 increase in total income.

The change in fair value of equity investments reflected a net 
decrease in the fair value of the Partnership's holdings.  
During 1994, the $1,220,545 decrease was primarily related to a 
portfolio company in the medical industry.  In 1993, the 
$2,033,650 increase in fair value was primarily attributable to 
the write-downs of portfolio companies in the computers and 
computer equipment and retail/consumer products industries as 
these investments had been reflected with changes in fair 
values less than cost of $2,486,076 in 1992, which was reversed 
as a result of the realized losses taken.

The Partnership recorded a decrease in the fair value of 
secured notes receivable of $286,000 and an increase of 
$511,000 in 1994 and 1993, respectively, based upon the level 
of loan loss reserves deemed adequate by the Managing General 
Partner at the respective year ends.  

During 1994, the Partnership recorded a net realized gain from 
sales of equity investments of $25,813 mostly related to the 
non-cash exercise of Elantec, Inc. warrants.  In 1993, the gain 
of $343,333 was mainly related to Cornerstone Imaging, Inc. and 
Software Transformation, Inc., partially offset by a net 
realized loss from the sale of Imagine Publishing, Inc.  

During 1994, the Partnership recorded other investment expenses 
of $169,856 primarily related to legal proceedings with a third 
party portfolio company in the retail/consumer products 
industry. See Note 8 to the financial statements for further 
details. No such expenses were recorded for the same period in 
1993.

In 1994, the Partnership's realized losses from investment 
write-downs of $2,460,743 primarily related to secured notes 
receivable to a portfolio in the computers and computer 
equipment industry.  Realized losses of $4,326,176 in 1993, 
primarily related to equity investments in portfolio companies 
in the computers and computer equipment, and retail/consumer 
products industries.  

Total operating expenses were $589,563 in 1994 compared to 
$1,069,791 in 1993.  As discussed above, had the additional 
expenses in 1995 been recorded in prior years and had there 
been no collection expense reimbursement of prior period costs 
in 1994, total operating expenses would have been $775,097 and 
$1,133,495 in 1994 and 1993, respectively.  The decrease was 
mostly due to lower lending operations and investment 
management expenses, and administrative and investor services 
expenses from reduced overall portfolio activity.

Total income was $1,159,042 and $967,972 in 1994 and 1993, 
respectively.  The increase was mostly due to a secured note 
receivable cash interest payment from a portfolio company in 
the computer software and systems industry which had been on 
nonaccrual status.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
------   -------------------------------------------

The financial statements of the Registrant are set forth in 
Item 14.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
------   -----------------------------------------------------------
AND FINANCIAL DISCLOSURE
------------------------

Registrant has reported no disagreements with its accountants 
on matters of accounting principles or practices or financial 
statement disclosure.

                                    PART III

Item 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
-------  --------------------------------------------------

As a partnership, the Registrant has no directors or executive 
officers.  Technology Funding Ltd., a California limited 
partnership ("TFL") and Technology Funding Inc., a California 
corporation ("TFI"), and wholly owned subsidiary of TFL, are 
the General Partners of the Partnership.  TFI is the Managing 
General Partner.  Information concerning the ownership of TFL 
and the business experience of the key officers of TFI and the 
partners of TFL is incorporated by reference from the sections 
entitled "Management of the Partnership - The General Partners" 
and "Management of the Partnership - Key Personnel" in the 
Prospectus, which are incorporated herein by reference.  
Changes in this information that have occurred since the date 
of the Prospectus are included in the parallel sections of the 
Technology Funding Medical Partners I, L.P. Prospectus, as 
modified by Cumulative Supplement No. 4 dated January 4, 1995, 
forming a part of the May 3, 1993 Pre-Effective Amendment No. 3 
to the Form N-2 Registration Statement No. 33-54002, dated 
October 30, 1992 which is incorporated herein by reference.

Item 11. EXECUTIVE COMPENSATION
-------  ----------------------

As a partnership, the Registrant has no officers or directors.  
In 1995, the Partnership incurred $148,338 in management fees.  
The management fees are designed to compensate the General 
Partners for its General Partner Overhead incurred in 
performing management duties for the Partnership through 
December 31, 1995.  General Partner Overhead includes the 
General Partners' share of rent and utilities, and certain 
salaries and benefits paid by the General Partners in 
performing their obligations to the Partnership.

Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
-------  --------------------------------------------------------------

Not applicable.  No Limited Partner beneficially holds more 
than 5% of the aggregate number of Units held by all Limited 
Partners, and neither the General Partners nor any of their 
officers, directors or partners own any Units.  The General 
Partners control the affairs of the Partnership pursuant to the 
Partnership Agreement.

Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
-------  ----------------------------------------------

The Registrant, or its investee companies, have engaged in no 
transactions with the General Partners or their officers and 
partners other than as described above, in the notes to the 
financial statements, or in the Partnership Agreement.

                                    PART IV

Item 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON 
-------  -------------------------------------------------------
FORM 8-K
--------

(a) List of Documents filed as part of this Annual Report on 
Form 10-K

(1) Financial Statements - the following financial 
statements are filed as a part of this Report:

Independent Auditors' Report
Balance Sheets as of December 31, 1995 and 1994
Statements of Operations for the years ended 
December 31, 1995, 1994 and 1993
Statements of Partners' Capital for the years ended
December 31, 1995, 1994 and 1993
Statements of Cash Flows for the years ended
December 31, 1995, 1994 and 1993
Notes to Financial Statements

(2) Financial Statement Schedules

All schedules have been omitted because they are not 
applicable or the required information is included in 
the financial statements or the notes thereto.

(3) Exhibits

Registrant's Amended and Restated Limited Partnership 
Agreement (incorporated by reference to Exhibit A to 
Registrant's Prospectus dated March 8, 1988 included in 
Registration Statement No. 33-12566 filed pursuant to 
Rule 424(b) of the General Rules and Regulations under 
the Securities Act of 1933).

(b) Reports on Form 8-K

No reports on Form 8-K were filed by the Registrant during 
the year ended December 31, 1995.

(c) Financial Data Schedule for the year ended and as of 
December 31, 1995 (Exhibit 27).

<PAGE>
                     INDEPENDENT AUDITORS' REPORT
                     ----------------------------


The Partners
Technology Funding Secured Investors II:


We have audited the accompanying balance sheets of Technology Funding 
Secured Investors II (a California limited partnership) as of December 
31, 1995 and 1994, and the related statements of operations, partners' 
capital, and cash flows for each of the years in the three-year period 
ended December 31, 1995.  These financial statements are the 
responsibility of the Partnership's management.  Our responsibility is 
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing 
standards.  Those standards require that we plan and perform the audit 
to obtain reasonable assurance about whether the financial statements 
are free of material misstatement.  An audit includes examining, on a 
test basis, evidence supporting the amounts and disclosures in the 
financial statements.  Our procedures included confirmation of certain 
loans and securities owned, by correspondence with the individual 
borrowing and investee companies, and a physical examination of 
securities held by a safeguarding agent as of December 31, 1995 and 
1994.  An audit also includes assessing the accounting principles used 
and significant estimates made by management, as well as evaluating the 
overall financial statement presentation.  We believe that our audits 
provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present 
fairly, in all material respects, the financial position of Technology 
Funding Secured Investors II as of December 31, 1995 and 1994, and the 
results of its operations and its cash flows for each of the years in 
the three-year period ended December 31, 1995 in conformity with 
generally accepted accounting principles.



San Francisco, California                          KPMG Peat Marwick LLP
March 22, 1996


<PAGE>

BALANCE SHEETS
--------------

<TABLE>
<CAPTION>
                                                  December 31,
                                       -------------------------------
                                            1995               1994
                                            ----               ----
<S>                                    <C>                <C>
ASSETS

Investments:
 Secured notes receivable, net 
  (cost basis of $4,535,031 and 
   $7,528,512 in 1995 and 1994, 
  respectively)                       $ 2,352,031          4,999,512
 Equity investments (cost basis
  of $2,533,378 and $2,936,564 in
  1995 and 1994, respectively)          2,805,177          1,603,688
                                       ----------         ----------

     Total investments                  5,157,208          6,603,200

Cash and cash equivalents               5,058,537          1,006,954

Other assets                               50,259             51,198
                                       ----------         ----------

     Total                            $10,266,004          7,661,352
                                       ==========         ==========

LIABILITIES AND PARTNERS' CAPITAL

Accounts payable and accrued expenses $   340,131            131,356

Due to related parties                    872,822                 --

Due to affiliated partnerships              2,047                246

Distributions payable                     466,804                 --

Other liabilities                          47,116             50,778
                                       ----------         ----------

     Total liabilities                  1,728,920            182,380

Commitments (Notes 3, 10 and 11)

Partners' capital:
  Limited Partners
  (Units outstanding of 157,829
  and 159,006 in 1995 and 1994,
  respectively)                        10,592,289         11,449,172
  General Partners                       (144,004)          (108,324)
 Net unrealized fair value (decrease)
  increase from cost:
   Secured notes receivable            (2,183,000)        (2,529,000)
   Equity investments                     271,799         (1,332,876)
                                       ----------         ----------

     Total partners' capital            8,537,084          7,478,972
                                       ----------         ----------

     Total                            $10,266,004          7,661,352
                                       ==========         ==========
</TABLE>

See accompanying notes to financial statements.

<PAGE>

STATEMENTS OF OPERATIONS
------------------------


<TABLE>
<CAPTION>
                                      For the Years Ended December 31,
                                   -------------------------------------
                                        1995        1994         1993
                                        ----        ----         ----
<S>                               <C>           <C>           <C>
          
Income:
 Secured notes receivable
  interest                        $ 1,229,935    1,085,580       916,590
 Short-term investment interest        65,280       51,143        19,189
 Other income                          10,129       22,319        32,193
                                    ---------    ---------     ---------
  Total income                      1,305,344    1,159,042       967,972
                                    ---------    ---------     ---------

Costs and expenses:
 Management fees                      148,338      205,152       269,647
 Other investment expenses            295,300      169,856            --
 Operating expenses:
  Lending operations and
   investment management              145,015      167,539       517,118
  Administrative and investor 
   services                         1,068,625      279,120       355,671
  Computer services                    70,057       83,269       104,384
  Professional fees                    48,098       59,635        92,618
                                    ---------    ---------     ---------
   
    Total operating expenses        1,331,795      589,563     1,069,791
                                    ---------    ---------     ---------

  Total costs and expenses          1,775,433      964,571     1,339,438
                                    ---------    ---------     ---------

Net operating (loss) income          (470,089)     194,471      (371,466)

 Net realized gain from sales of
  equity investments                2,438,619       25,813       343,333
 Realized losses from
  investment write-downs           (2,367,660)  (2,460,743)   (4,326,176)
 Recoveries from investments
  previously written off               28,690           --        27,383
                                    ---------    ---------     ---------
Net realized loss                    (370,440)  (2,240,459)   (4,326,926)

 Change in net unrealized 
  fair value:
   Equity investments               1,604,675   (1,220,545)    2,033,650
   Secured notes receivable           346,000     (286,000)      511,000
                                    ---------    ---------     ---------

Net income (loss)                 $ 1,580,235   (3,747,004)   (1,782,276)
                                    =========    =========     =========

Net realized loss
 per Unit                         $        (2)         (14)          (27)
                                    =========    =========     =========
</TABLE>
See accompanying notes to financial statements.



<PAGE>

STATEMENTS OF PARTNERS' CAPITAL
-------------------------------

<TABLE>
<CAPTION>
For the years ended December 31, 1995, 1994 and 1993:

                                                      Net Unrealized Fair Value
                                                    Increase (Decrease) From Cost
                                                    -----------------------------
                                 Limited   General      Equity    Secured Notes
                                 Partners  Partners   Investments   Receivable    Total
                                 --------  --------   -----------   ----------    -----
<S>                            <C>        <C>         <C>          <C>         <C>

Partners' capital, 
 December 31, 1992             $19,207,418  (30,649)  (2,145,981)  (2,754,000) 14,276,788

Distributions                     (891,008)  (9,000)          --           --    (900,008)

Repurchase of limited 
 partnership interests             (45,100)      --           --           --     (45,100)

Net realized loss               (4,283,656) (43,270)          --           --  (4,326,926)

Change in net unrealized fair 
 value:
  Equity investments                    --       --    2,033,650           --   2,033,650
  Secured notes receivable              --       --           --      511,000     511,000
                                ----------  -------    ---------    ---------  ----------

Partners' capital,
 December 31, 1993              13,987,654  (82,919)    (112,331)  (2,243,000) 11,549,404

Distributions                     (297,003)  (3,000)          --           --    (300,003)

Repurchase of limited 
 partnership interests             (23,425)      --           --           --     (23,425)

Net realized loss               (2,218,054) (22,405)          --           --  (2,240,459)

Change in net unrealized fair 
 value:
  Equity investments                    --       --   (1,220,545)          --  (1,220,545)
  Secured notes receivable              --       --           --     (286,000)   (286,000)
                                ----------  -------    ---------    ---------  ----------

Partners' capital,
 December 31, 1994              11,449,172 (108,324)  (1,332,876)  (2,529,000)  7,478,972

Distributions                     (434,828) (31,976)          --           --    (466,804)

Repurchase of limited 
 partnership interests             (55,319)      --           --           --     (55,319)

Net realized loss                 (366,736)  (3,704)          --           --    (370,440)

Change in net unrealized fair 
 value:
  Equity investments                    --       --    1,604,675           --   1,604,675
  Secured notes receivable              --       --           --      346,000     346,000
                                ----------  -------    ---------    ---------  ----------

Partners' capital,
 December 31, 1995             $10,592,289 (144,004)     271,799   (2,183,000)  8,537,084
                                ==========  =======    =========    =========  ==========


</TABLE>
See accompanying notes to financial statements.



<PAGE>

STATEMENTS OF CASH FLOWS
------------------------

<TABLE>
<CAPTION>
                                   For the Years Ended December 31, 
                                  -------------------------------------
                                       1995       1994         1993
                                       ----       ----         ----
<S>                               <C>           <C>          <C>
Cash flows from operating
  activities:
 Interest received                $ 1,266,488      761,636       825,257
 Other income received                 10,129       22,319        32,193
 Cash paid to vendors                (435,420)    (529,883)     (449,280)
 Cash paid to related parties        (498,323)    (727,638)   (1,582,259)
 Cash received from (paid to)
  affiliated partnerships               1,801      (35,121)      184,729
 Reimbursement for collection
  expenses received from
  a portfolio company                      --      187,441            --
                                    ---------    ---------    ----------
  Net cash provided (used)
   by operating activities            344,675     (321,246)     (989,360)
                                    ---------    ---------    ----------

Cash flows from investing
  activities:
 Secured notes receivable issued     (770,665)  (2,760,238)   (3,944,367)
 Repayments of secured notes 
  receivable                        1,128,063    2,261,515     6,362,019
 Repayment of other investments            --           --       314,976
 Purchase of equity investments        (3,278)    (251,013)      (91,298)
 Proceeds from sales of 
  equity investments                3,379,417          510     1,709,023
 Recoveries from investments 
  previously written off               28,690           --        27,383
                                    ---------    ---------    ----------
  Net cash provided (used) by 
   investing activities             3,762,227     (749,226)    4,377,736
                                    ---------    ---------    ----------

Cash flows from financing 
  activities:
 Distributions to Limited and 
  General Partners                         --     (300,003)   (1,184,330)
 Repurchase of Limited Partnership
  interests                           (55,319)     (23,425)      (45,100)
                                    ---------    ---------    ----------
  Net cash used by financing
   activities                         (55,319)    (323,428)   (1,229,430)
                                    ---------    ---------    ----------

Net increase (decrease) in cash
 and cash equivalents               4,051,583   (1,393,900)    2,158,946

Cash and cash equivalents at 
 beginning of year                  1,006,954    2,400,854       241,908
                                    ---------    ---------    ----------

Cash and cash equivalents at 
 end of year                      $ 5,058,537    1,006,954     2,400,854
                                    =========    =========    ==========

</TABLE>
See accompanying notes to financial statements.



<PAGE>

STATEMENTS OF CASH FLOWS (continued)
-----------------------------------
<TABLE>
<CAPTION>
                                      For the Years Ended December 31,
                                   ------------------------------------
                                     1995            1994        1993
                                     ----            ----        ----
<S>                                <C>           <C>         <C>
Reconciliation of net income (loss)
 to net cash provided (used)
 by operating activities:

Net income (loss)                 $ 1,580,235   (3,747,004)  (1,782,276)

Adjustments to reconcile net income
 (loss) to net cash provided (used)
 by operating activities:
  Net realized gain from sales of 
   equity investments              (2,438,619)     (25,813)    (343,333)
  Realized losses from investment
   write-downs                      2,367,660    2,460,743    4,326,176
  Recoveries from investments
   previously written off             (28,690)          --      (27,383)
  Amortization of discount
   related to warrants                 (7,962)        (608)     (43,014)
  Change in net unrealized 
   fair value:
    Equity investments             (1,604,675)   1,220,545   (2,033,650)
    Secured notes receivable         (346,000)     286,000     (511,000)

Changes in:
  Accrued interest on secured and  
   convertible notes receivable       (30,765)    (374,479)     (67,508)
  Accounts payable and accrued 
   expenses                           (28,409)     (71,382)      16,774
  Due to/from related parties         873,487      (12,155)    (724,452)
  Due from/to affiliated
   partnerships                         1,801      (35,121)     184,729
  Other, net                            6,612      (21,972)      15,577
                                   ----------    ---------    ---------

Net cash provided (used)
 by operating activities:         $   344,675     (321,246)    (989,360)
                                    =========    =========    =========

Non-cash investing activities:

Additions to equity investments   $   142,432      100,556        3,333
                                    =========    =========    =========

Conversion of secured notes
 receivable and interest
 to equity investments            $ 1,752,641    1,229,406    1,787,447
                                    =========    =========    =========

Non-cash exercise of 
 warrants                         $    83,619       25,813           --
                                    =========    =========    =========

</TABLE>
See accompanying notes to financial statements.

<PAGE>

NOTES TO FINANCIAL STATEMENTS
-----------------------------


1.     Summary of Significant Accounting Policies
       ------------------------------------------

Organization
------------

Technology Funding Secured Investors II (the "Partnership") is a limited 
partnership organized under the laws of the State of California on 
August 31, 1984.  The purpose of the Partnership is to provide secured 
equipment financing to new and developing companies and to acquire, hold, 
sell, trade, exchange or otherwise dispose of warrants and/or capital 
stock acquired by the Partnership in conjunction with these loans.  The 
General Partners are Technology Funding Ltd. ("TFL") and Technology 
Funding Inc. ("TFI"), a wholly-owned subsidiary of TFL.  TFI is the 
Managing General Partner.  

On September 17, 1987, the minimum number of units of limited partnership 
interest ("Units") required to form the Partnership (4,800) had been sold.  
On March 31, 1989, the offering terminated after 160,000 Units had been 
sold, generating $40,000,000 in cash from Limited Partners and $40,041 
from the General Partners.  The Partnership Agreement provides that the 
Partnership will continue until December 31, 1996, unless further extended 
for up to two additional two-year periods from such date if the General 
Partners so determine, or the Partnership may be dissolved earlier.

Preparation of Financial Statements and Use of Estimates
--------------------------------------------------------

These financial statements have been prepared on the accrual basis of 
accounting in accordance with generally accepted accounting principles.  
This required management to make estimates and assumptions that affect the 
reported amounts of assets and liabilities and disclosure of contingent 
assets and liabilities at the date of the financial statements and the 
reported amounts of revenues and expenses during the reporting period.  
Actual results could differ from those estimates.

The financial statements include non-marketable investments of $4,553,944 
and $6,459,633 (53% and 86% of partners' capital) as of December 31, 1995 
and 1994, respectively, whose values have been estimated by the Managing 
General Partner in the absence of readily ascertainable market values.  
Because of the inherent uncertainty of valuation, those estimated values 
may differ significantly from the values that would have been used had a 
ready market for investments existed, and the differences could be 
material.  In addition, for certain publicly traded investments that may 
not be marketable due to selling restrictions, the Managing General 
Partner has applied an illiquidity discount of 25% in determining fair 
value as mentioned below.

Cash and Cash Equivalents
-------------------------

Cash and cash equivalents are principally comprised of cash invested in 
demand accounts, money market instruments and commercial paper and are 
stated at cost plus accrued interest.  The Partnership considers all money 
market and short-term investments with an original maturity of three 
months or less to be cash equivalents.

Provision for Income Taxes
--------------------------

No provision for income taxes has been made by the Partnership, as the 
Partnership is not directly subject to taxation.  The partners are to 
report their respective shares of Partnership income or loss on their 
individual tax returns.

The accompanying financial statements are prepared using generally 
accepted accounting principles which may not equate to tax accounting.  
The Partnership's total tax basis in investments was higher than the 
reported total cost basis of $7,068,409 by $1,888,444 as of December 31, 
1995.

Net Realized Income (Loss) Per Unit
-----------------------------------

Net realized income (loss) per Unit is calculated by dividing the weighted 
average number of Units outstanding for 1995, 1994, and 1993 of 158,614, 
159,312 and 159,757, respectively, into total net realized income (loss) 
allocated to the Limited Partners.  The General Partners contributed an 
amount equal to 0.1% of total Limited Partner Capital Contribution and did 
not receive Partnership Units.

Investments:
-----------

The Partnership's method of accounting for investments, in accordance with 
generally accepted accounting principles, is the fair value basis used for 
investment companies.  The fair value of Partnership investments is their 
initial cost basis with changes as noted below:

     Secured Notes Receivable, Net
     -----------------------------

The secured notes receivable portfolio includes accrued interest less the 
discount related to warrants and the allowance for loan losses.  The 
portfolio approximates fair value through inclusion of an allowance for 
loan losses.  Allowance for loan losses is reviewed quarterly by the 
Managing General Partner and is adjusted to a level deemed adequate to 
cover possible losses inherent in notes and unfunded commitments.  Notes 
receivable are placed on nonaccrual status when, in the opinion of the 
Managing General Partner, the future collectibility of interest or 
principal is in doubt.

In conjunction with certain secured notes issued, the Partnership receives 
warrants to purchase certain shares of capital stock of the borrowing 
company.  The cost basis of the warrants and the resulting discount has 
been estimated by the Managing General Partner to be 1% of the principal 
balance of the original notes made to the borrowing company.  The discount 
is amortized to interest income on a straight-line basis over the term of 
the loan.  These warrants are included in the equity investment portfolio.

Nonrefundable fees received in connection with loan fundings are deferred 
and amortized to interest income over the contractual life of the loan 
using the effective interest method or the straight-line method if it is 
not materially different.  Direct loan origination costs mainly consist of 
third-party costs and generally are reimbursed by portfolio companies.

     Equity Investments
     ------------------

The fair value for publicly-traded equity investments (marketable equity 
securities) is based upon the five-day-average closing sales price or 
bid/ask price that is available on a national securities exchange or over-
the-counter market. Certain publicly-traded equity investments may not be 
marketable due to selling restrictions.  For publicly-traded equity 
investments with selling restrictions, an illiquidity discount of 25% is 
applied when determining fair value.  Sales of equity investments are 
recorded on the trade date.  The basis on which cost is determined in 
computing realized gains or losses is generally specific identification.

Other equity investments, which are not publicly-traded, are generally 
valued utilizing pricing obtained from the most recent round of third 
party financings.  Valuation is estimated quarterly by the Managing 
General Partner.  Included in equity investments are convertible and 
subordinated notes receivable as repayment of these notes generally occur 
through conversion into equity investments.

Equity investments with temporary changes in fair value result in 
increases or decreases to the unrealized fair value of equity investments.  
The cost basis does not change.  In the case of an other than temporary 
decline in value below cost basis, an appropriate reduction in the cost 
basis is recognized as a realized loss.  Adjustments to fair value basis 
are reflected as "Change in net unrealized fair value of equity 
investments."  Cost basis adjustments are reflected as "Realized losses 
from investment write-downs" on the Statements of Operations.

     Other Investments
     -----------------

At times, the Partnership will receive other assets in satisfaction of 
secured notes receivable or equity investments in portfolio companies.  
When the asset is received, existing investment balances in excess of the 
fair value of the asset received are written off.

Non-cash Exercise of Warrants
-----------------------------

Periodically, the Partnership may acquire stock through the non-cash 
exercise of warrants.  During 1995 and 1994, realized gains resulting from 
the non-cash exercise of warrants totaled $83,619 and $25,813, 
respectively. During 1993, there were no such realized gains.  These 
amounts are included in net realized gain from sales of equity 
investments.

Distributions
-------------

Distributions made to the Limited Partners are made among such partners in 
the proportion their respective capital accounts bear to the total of all 
capital accounts of the group.  Unnegotiated distribution checks, if any, 
after a reasonable amount of time, are recorded as other liabilities on 
the Balance Sheets.

2.     Change in Net Unrealized Fair Value of Equity Investments
       ---------------------------------------------------------

In accordance with the Partnership's accounting policy as stated in Note 
1, the Statements of Operations include a line item entitled "Change in 
net unrealized fair value of equity investments."  The table below 
discloses details of the changes:

<TABLE>
<CAPTION>
                                     For the Years Ended December 31,
                                     ---------------------------------
                                     1995            1994         1993
                                     ----            ----         ----
<S>                               <C>            <C>           <C>
Increase (decrease) in fair 
 value from cost of marketable
 equity securities                $    92,684       (62,285)       18,500

Increase (decrease) in fair value
 from cost of non-marketable 
 equity securities                    179,115    (1,270,591)     (130,831)
                                    ---------     ---------     ---------

  Net unrealized fair value
   increase (decrease) from cost
   at end of year                     271,799    (1,332,876)     (112,331)

  Net unrealized fair value
   decrease from cost
   at beginning of year            (1,332,876)     (112,331)   (2,145,981)
                                    ---------     ---------     ---------

Change in net unrealized
 fair value of equity
 investments                      $ 1,604,675    (1,220,545)    2,033,650
                                    =========     =========     =========
</TABLE>

3.     Related Party Transactions
       --------------------------

Included in costs and expenses are related party costs as follows:
<TABLE>
<CAPTION>
                                     For the Years Ended December 31,
                                    ----------------------------------
                                     1995          1994           1993
                                     ----          ----           ----

<S>                             <C>              <C>            <C>
Management fees                 $  148,338       205,152        269,647
Reimbursable operating expenses:
 Lending operations and
  investment management            117,938       204,574        241,285
 Administrative and investor
  services                       1,035,477       222,488        242,491
 Computer services                  70,057        83,269        104,384
</TABLE>

Management fees, payable quarterly, are equal to one half of one percent 
of the Partnership's assets under management.  Management fees compensate 
the General Partners solely for General Partner Overhead (as defined in 
the Partnership Agreement) incurred in supervising the operation, 
management, and progress of Partnership loans to borrowing companies and 
its portfolio of warrants and capital stock of borrowing companies, as 
well as for general administration of the Partnership.  Management fees 
are only paid to the extent that the aggregate amount of all proceeds 
received by the Partnership (including warrants exercised without cash) 
from the sale or other disposition of borrowing company equities plus the 
aggregate fair market value of any equity securities distributed to the 
partners exceeds the total management fee payable.

The Partnership reimburses the Managing General Partner and affiliates for 
operating expenses incurred in connection with the business of the 
Partnership.  Reimbursable operating expenses include expenses (other than 
Organizational and Offering and General Partner Overhead) such as 
investment operations, administrative and investor services and computer 
services.  During late 1995, operating cost allocations to the Partnership 
were reevaluated.  The Managing General Partner determined that it had not 
fully recovered allocable overhead as permitted by the Partnership 
Agreement.  As a result, the Partnership was charged additional 
administrative and investor services costs of $877,965, which were not 
previously recognized by the Partnership.  This charge consisted of 
$56,685, $57,167, $63,704 and $700,409 related to 1995, 1994, 1993 and 
prior years, respectively.  If this charge had been recorded in prior 
years, total operating expenses would have been $510,515, $646,730, and 
$1,133,495 for 1995, 1994, and 1993, respectively.  At December 31, 1995, 
expenses due to related parties totaled $872,822, compared to due from 
related parties of $665 included in other assets at December 31, 1994.

Under the terms of a computer support agreement, the Partnership 
recognized charges from Technology Administrative Management, a division 
of TFL, for its share of computer support costs.  These amounts are 
included in computer services expense.

Within the normal course of business, the Partnership participates in 
secured notes receivable issued to non-affiliated borrowing companies by 
affiliated partnerships which are also managed by the Managing General 
Partner.  The Partnership may also reparticipate such secured notes 
receivable amongst affiliated partnerships to meet business needs.  At 
December 31, 1995 and 1994, due to affiliated partnerships on such 
participations totaled $2,047 and $246, respectively.  These amounts were 
paid to such affiliated partnerships by the Partnership immediately 
following the respective year ends.

In order to increase the future investment returns from several portfolio 
companies, the Partnership has contracted directly with Affiliates of the 
General Partners or the General Partners as provided in Article 3 sections 
3.02(d) and 3.06.  These agreements generally provide for the Partnership 
to make current payment of the direct expenses of the Affiliate or the 
General Partners related to such recovery efforts as well as a performance 
incentive payment based on the amount of incremental recovery less 
expenses previously paid, which expenses will be returned to the 
Partnership from recoveries.  The General Partners have agreed to waive 
any profit interest payable pursuant to Article 8 Section 8.01(d) 
attributable to any recoveries from the portfolio companies subject to 
these separate written agreements.  These agreements are subject to review 
by legal counsel for the Partnership and may be modified to assure 
conformity with the terms of the Partnership's Amended and Restated 
Limited Partnership Agreement.  Consistent with note participations as 
discussed above, the agreements provide for a pro-rata payment of expenses 
and incentive payments and a pro-rata participation in the results of 
recovery efforts.

In 1995, 1994, and 1993, TFL had a sublease rental agreement with a 
Partnership portfolio company in the computers and computer equipment 
industry.  The terms of this agreement were similar to those which would 
apply to an unrelated party.  This agreement was terminated in the fourth 
quarter of 1995.

4.     Distributions Payable
       ---------------------

In early 1993, the Partnership ended its mandatory reinvestment period, as 
defined in the Partnership Agreement, and entered its liquidation stage. 
In December 1995, distributions totaling $466,804 were declared and will 
be paid in March 1996.  Future distributions will be dependent upon loan 
repayments from borrowing companies and available cash, and are expected 
to fluctuate.

5.     Allocation of Profits and Losses
       --------------------------------

Net realized profit of the Partnership is allocated based on the beginning 
of year partners' capital balances as follows:

(a)  first, to those partners with deficit capital account balances 
in proportion to such deficits until such deficits have been 
eliminated.

(b)  second, to the partners as necessary to offset net realized 
loss previously allocated to such partners and sales 
commissions charged to their capital accounts until each 
partner has been allocated cumulative net realized profit 
equal to cumulative net realized loss previously allocated to 
such partner and its share of sales commissions not already 
offset.

(c)  third, 99% to the Limited Partners and 1% to the General 
Partners until the Limited Partners have been allocated an 
amount of cumulative net realized profit that would, if 
distributed at the end of the taxable period, result in a 
cumulative, compounded annual return to the Limited Partners 
of 8% of their adjusted capital contributions.

(d)  fourth,

(i)  80% to the Limited Partners
(ii) 20% to the General Partners.

In no event are the General Partners to be allocated less than 
1% of the net realized profit of the Partnership.

Net realized loss of the Partnership is allocated as follows:

(a)  to the partners as necessary to offset net realized profit 
previously allocated to such partners pursuant to (d) above 
until each partner has been allocated cumulative net realized 
loss equal to the cumulative net realized profit previously 
allocated to such partners.

(b)  99% to the Limited Partners and 1% to the General Partners.

Losses in excess of Limited Partner capital accounts are allocated to the 
General Partners.

6.     Equity Investments
       ------------------

At December 31, 1995 and 1994, equity investments consisted of:




<TABLE>
<CAPTION>

                                                    December 31,1995        December 31, 1994
                                                    ----------------        -----------------
                    Investment                      Cost        Fair        Cost       Fair
Industry/Company       Date      Position           Basis       Value       Basis      Value
----------------    ----------   --------           -----       -----       -----      -----
<S>                  <C>         <C>               <C>         <C>        <C>        <C>
WARRANTS
--------

Biotechnology
-------------
Biocircuits          01/91       2,500 Common
 Corporation                     shares at $8.00;
                                 expiring 01/96    $      0         300           0           0
Hybridon, Inc.       03/91       3,572 Common
                                 shares at $3.50;
                                 expiring 03/97       1,250      16,074       1,250      16,074

Computers and Computer Equipment
--------------------------------
Censtor Corporation  02/91       16,808 Common
                                 shares at $.29;
                                 exercised 05/95         --          --       7,500      37,112
MARCorp              05/92       2,562,043 Series B
                                 Preferred shares
                                 at $1.00; expiring
                                 05/97                   --          --           0           0
MARCorp              08/93       333,333 Series B
                                 Preferred shares 
                                 at $.75; expiring
                                 08/98                   --          --           0           0
MARCorp              03/94       125,000 Series B
                                 Preferred shares 
                                 at $.75; expiring
                                 03/99                   --          --           0           0
Pinnacle Systems,    05/90       2,083 Common
 Inc.                            shares at $8.00; 
                                 exercised 02/95         --          --       2,500      14,164

Computer Software and Systems
-----------------------------
Datalogix Inter-     01/92       17,787 Common
 national, Inc.                  shares at $1.87;
                                 exercised 06/95         --          --      10,000      10,000
Molecular            10/90       6,111 Common
 Simulations                     shares at $18.00;
                                 expired 10/95           --          --           0           0
Wasatch Education    04/93       111,111 Common
 Systems                         shares at $.50;
 Corporation                     expiring 04/98          --          --           0           0
Wasatch Education    04/93       483,750 Common
 Systems                         shares at $.50;
 Corporation                     expiring 04/98          --          --           0           0
Wasatch Education    07/93       16,667 Common
 Systems                         shares at $.50;
 Corporation                     expiring 07/98          --          --       3,333           0
Wasatch Education    02/94       183,333 Common
 Systems                         shares at $.50;
 Corporation                     expiring 02/99          --          --       1,667           0
Wasatch Education    06/95       959,546 Common
 Systems                         shares at $0.50;
 Corporation                     expiring 06/00       5,000     179,915          --          --

Industrial/Business Automation
------------------------------
Cyclean, Inc.        08/88       43,194 Common
                                 shares at $2.74;
                                 expiring 04/01           0           0       4,000           0
Cyclean, Inc.        03/91       44,589 Common
                                 shares at $3.10;
                                 expiring 04/01           0           0       7,500           0
Cyclean, Inc.        07/92       20,968 Common
                                 shares at $3.10;
                                 expiring 07/97           0           0       2,500           0
Cyclean, Inc.        07/92       53,130 Common
                                 shares at $3.10; 
                                 expiring 07/02           0           0       1,176           0
Cyclean, Inc.        09/94       8,064 Common
                                 shares at $3.10;
                                 expiring 03/99           0           0           0           0
Cyclean, Inc.        09/94       9,464 Common
                                 shares at $4.00; 
                                 expiring 03/99           0           0           0           0
Cyclean, Inc.        01/95       9,750 Common 
                                 shares at $4.00;
                                 expiring 01/00           0           0          --          --
ElectroScan,         12/91       22,177 Common
 Corporation                     shares at $3.10;
                                 expiring 12/96           0           0           0           0

Medical
-------
Ash Medical          03/90       2,400 Common
 Systems, Inc.                   shares at $12.50; 
                                 expired 03/95           --          --           0           0
Hemocleanse, Inc.    03/90       10,205 Common
                                 shares at $.92;
                                 exercised 03/95         --          --           0           0
Hemocleanse, Inc.    01/92       12,474 Common
                                 shares at $.50;
                                 expiring 01/97           0           0           0           0
Loredan              05/92       62,500 Common
 BioMedical,                     shares at $.60;  
 Inc.                            expiring 05/97           0           0           0           0
Loredan              12/92       166,667 Common
 BioMedical,                     shares at $.30;
 Inc.                            expiring 12/97           0           0           0           0
Microgon, Inc.       10/90       62,500 Common
                                 shares at $.60;
                                 expired 10/95           --          --           0           0
Microgon, Inc.       09/91       14,583 Common
                                 shares at $.60;
                                 expiring 09/96          --          --           0           0
Microgon, Inc.       06/92       62,500 Common
                                 shares at $.60;
                                 expiring 06/97          --          --           0           0

Microelectronics
----------------
Applied Micro        03/90       14,286 Common
 Circuits, Inc.                  shares at $1.75; 
                                 expired 05/95           --          --       5,000       5,000
Applied Micro        08/90       14,286 Common
 Circuits, Inc.                  shares at $1.75;
                                 expired 08/95           --          --       5,000       5,000
Elantec, Inc.        08/90       109,091 Common
                                 shares at $.55;
                                 exercised 07/95         --          --       1,667       1,667

Semiconductor Equipment
-----------------------
Quantrad Sensor,     10/94       56,875 Common
 Inc.                            shares at $1.60;
                                 expiring 01/96           0           0           0           0
Quantrad Sensor,     10/94       30,062 Common
 Inc.                            shares at $1.60;
                                 expiring 12/96           0           0           0           0

Telecommunications
------------------
Integrated Network   06/91       5,882 Common
 Corporation                     shares at $17.00;
                                 expiring 06/96      10,000           0      20,000     100,002
Primary Access       10/90       13,060 Common
 Corporation                     shares at $2.25;
                                 exercised 06/95         --          --       2,900       2,900
Primary Access       04/91       2,040 Common
 Corporation                     shares at $2.25;
                                 exercised 06/95         --          --         600         600
                                                    -------     -------     -------     -------

     Total warrants                                  16,250     196,289      76,593     192,519
                                                    -------     -------     -------     -------

STOCKS:

Computers and Computer Equipment
--------------------------------

Censtor Corporation  05/95       4,538 Common
                                 shares               2,395       2,395          --          --
MARCorp              12/89       309,827 Series A
                                 Preferred shares         0           0           0           0
MARCorp              05/92       Convertible 
                                 subordinated
                                 debenture,
                                 $1,936,104   
                                 principal amount         0           0           0           0
MARCorp              02/93       96,866 Series A
                                 Preferred shares         0           0           0           0
MTI Technology       04/94       20,928 Common
 Corporation                     shares             188,352      43,949     188,352      74,566

Computer Software and Systems
-----------------------------
Wasatch Education    06/95       1,741,550
 Systems                         Series C
 Corporation                     Preferred
                                 shares           1,741,550   1,741,550          --          --

Industrial/Business Automation
------------------------------
ARIX Computer        04/92       34,286 Common
 Corporation                     shares                   0           0           0           0
Cyclean, Inc.        09/94       36,042 Series D
                                 Preferred shares   100,556     100,556     100,556     100,556
Cyclean, Inc.        01/95       51,051 Series D
                                 Preferred shares   142,432     142,432          --          --
Cyclean of           03/95       Class A LLC Unit - 
 Los Angeles, LLC                45% ownership       11,091      11,091          --          --

Medical
-------
Allegiant Physicians 08/94       13,500 Common
 Services, Inc.                  shares               4,821      22,500      15,000      54,837
Allegiant Physicians 11/95       7,500 Common
 Services, Inc.                  shares               2,679      12,500          --          --
Hemocleanse, Inc.    03/95       5,512 Common
                                 shares               5,071       5,071          --          --
Resonex Holding      02/94       11,402 Common
 Corporation                     shares                   0           0     841,254           0

Microelectronics
----------------
Celeritek, Inc.      05/94       47,219 Common
                                 shares             253,429     365,825     253,429     253,429
Celeritek, Inc.      08/94       2,250 Common
                                 shares                  --          --      18,750      18,750
Elantec, Inc.        05/94       8,182 Common
                                 shares              33,636      61,241      33,636      33,636
Elantec, Inc.        07/95       3,409 Common
                                 shares              19,270      25,517          --          --

Retail/Consumer Products
------------------------
Imagine Publishing,  03/92       200,000 Common
 Inc. (formerly GP               shares
 Publications, Inc.)                                     --          --     200,000     200,000
Imagine Publishing   06/93       435,310 Common
 Inc. (formerly GP               shares
 Publications, Inc.)                                     --          --     435,310     435,310
S-TRON               05/93       Subordinated 
                                 debenture (1),
                                 $220,000 principal
                                 amount                   0           0     221,136      73,511
S-TRON               05/93       220,000 Common 
                                 shares                   0           0           0           0
S-TRON               05/93       506,000 Series 1
                                 Preferred shares         0           0     166,827           0
S-TRON               05/93       1,320,000 
                                 Series 2 
                                 Preferred shares         0           0     330,000     110,853

Telecommunications
------------------
All Post, Inc.       10/94       4,394 Common
                                 shares               3,471       3,471       3,471       3,471
Primary Access       11/93       22,000 Common
 Corporation                     shares                  --          --      52,250      52,250
3Com Corporation     06/95       1,597 Common
                                 shares in Escrow     8,375      70,790          --          --
                                                  ---------   ---------   ---------   ---------

Total stocks                                      2,517,128   2,608,888   2,859,971   1,411,169
                                                  ---------   ---------   ---------   ---------

Total equity investments                         $2,533,378   2,805,177   2,936,564   1,603,688
                                                  =========   =========   =========   =========

--  No investment held at end of period.
0   Investment active with a carrying value or fair value of zero.
(1) Subordinated note includes accrued interest.  The interest rate
    on the subordinated note was 6%.

</TABLE>


<PAGE>
Marketable Equity Securities
----------------------------

At December 31, 1995 and 1994, marketable equity securities had 
aggregate costs of $510,580 and $205,852, respectively, and aggregate 
fair values of $603,264 and $143,567, respectively.  The net unrealized 
gain (loss) at December 31, 1995 and 1994 included gross gains of 
$237,087 and $51,501, respectively.

Allegiant Physicians Services, Inc.
-----------------------------------

In August 1995, the Partnership exercised its option to sell half of its 
common stock holdings to the company for $22,500 and realized a gain of 
$15,000.  In November 1995, the Partnership received an additional 7,500 
common shares from the company as settlement for the company's failure 
to register the Partnership's common stock holdings by March 1995 as 
stipulated in a 1994 agreement.  The Partnership has options to sell all 
shares to the company at a later date.  An unrealized fair value of 
$35,000 was recorded to reflect the option value which is greater than 
the market value for the Partnership's marketable, unrestricted common 
shares at December 31, 1995.

Celeritek, Inc.
---------------

In December 1995, Celeritek, Inc. completed its IPO after effecting a 
common stock 3-for-2 split.  The Partnership sold 3,233 of its post-
split common shares acquired in August 1994 and April 1995 into the IPO 
for proceeds of $22,552 and realized a gain of $524.  The Partnership 
recorded a $112,396 increase in fair value to reflect the market value 
of $365,825 for its remaining shares at December 31, 1995.  The market 
value reflects a 25% discount for certain lockup restrictions.

Censtor Corporation
-------------------

In May 1995, the Partnership exercised its warrant without cash and 
received 4,538 common shares.  The recorded common share cost basis was 
$2,395, which is net of a realized loss.

Cyclean, Inc./Cyclean of Los Angeles, LLC
-----------------------------------------

In January 1995, the Partnership obtained the right to receive 51,051 
Series D Preferred shares with a twelve month vesting schedule in 
exchange for a one year maturity date extension of secured notes 
receivable.  At December 31, 1995, all 51,051 shares were fully vested 
with a recorded cost basis and fair value of $142,432.

In March 1995, Cyclean, Inc. ("Cyclean") formed Cyclean of Los Angeles, 
LLC ("Cyclean LLC") and contributed certain assets and contracts to the 
new entity.  Cyclean LLC is completing a new round of financing through 
the offering of Class A LLC Units.  As a result of this transaction, one 
of the Partnership's secured notes receivable was transferred from 
Cyclean to Cyclean LLC with modified terms; Cyclean has guaranteed note 
repayments.  The Partnership received a participated percentage of one 
Class A LLC Unit in exchange for certain interest payments and late 
charges totaling $11,091.  The Partnership is also entitled to royalty 
payments and additional Series D Preferred shares based on the total 
proceeds raised from the Cyclean LLC offering, which is expected to be 
completed by early 1996.

In December 1995, all warrant cost bases totaling $15,176 were written 
off as these warrants are expected to be canceled in 1996 at the close 
of the next financing round.

Datalogix International, Inc.
-----------------------------

In June 1995, Datalogix International, Inc. completed its initial public 
offering.  The Partnership exercised its warrant without cash and sold 
all of its resulting common shares in the company for total proceeds of 
$114,392 and a realized gain of $104,392.

Elantec, Inc.
-------------

In July 1995, the Partnership exercised its warrant without cash and 
received 34,091 common shares.  The recorded common shares cost basis of 
$19,270 included a realized gain of $17,603 and a warrant cost basis of 
$1,667.

Then in October 1995, Elantec, Inc. completed its IPO after a 1-for-10 
reverse common stock split.  The Partnership recorded an increase in 
fair value of $33,852 to reflect the market value of its 11,591 post-
split shares at December 31, 1995.  The market value reflects a 25% 
discount for certain lockup restrictions.

Imagine Publishing, Inc. (formerly GP Publications, Inc.)
---------------------------------------------------------

In December 1995, the Partnership sold its remaining 50% investment of 
635,310 common shares to a third party for net proceeds of $2,450,316 
resulting in a realized gain of $1,815,006.  The first half of the 
investment was sold to the same buyer in October 1993 for net proceeds 
of $572,917.

Integrated Network Corporation
------------------------------

During June 1995, the Partnership exercised its option to sell half of 
its warrant holdings to the company for $100,000, and realized warrant 
income of $90,000, which was included in "secured notes receivable 
interest income" on the Statements of Operations.  The Partnership does 
not have this option for its remaining warrant.

Pinnacle Systems, Inc.
----------------------

In February 1995, the Partnership exercised its warrant without cash and 
received 1,971 common shares.  In May 1995, the Partnership sold the 
common shares for total proceeds of $37,449 and realized a gain of 
$34,949.

Primary Access Corporation/3Com Corporation
-------------------------------------------

In June 1995, Primary Access Corporation ("Primary Access") was acquired 
by 3Com Corporation ("3Com"), a public company.  Immediately prior to 
the acquisition, the Partnership exercised its Primary Access common 
warrant holdings without cash and received 12,686 shares of Primary 
Access common stock with a cost basis of $31,504, which reflects a 
realized gain of $28,004 and a warrant cost basis of $3,500.  Upon the 
acquisition, these shares, along with the existing 22,000 Primary Access 
common shares held by the Partnership, were then exchanged for 7,984 
3Com common shares, of which 7,186 shares were sold for total proceeds 
of $495,024 and realized a gain of $419,645 in July 1995.  The remaining 
798 shares, which became 1,597 shares after a 2-for-1 stock split in 
August 1995, are held in an escrow account until March 21, 1996 to 
indemnify 3Com for any loss it may incur as a result of any contractual 
breach of the merger agreement by Primary Access.  The Partnership 
recorded an increase in the change in fair value of $62,415 to reflect 
the market value at December 31, 1995 for these unrestricted shares.

Resonex Holding Corporation
---------------------------

Resonex Holding Corporation has licensed certain technologies and is 
currently obtaining additional bids from other potential licensees.  The 
company may wind down its operations by mid-1996.  Based on the opinion 
of the Managing General Partner, there has been an other than temporary 
decline in the Partnership's investment value and accordingly, the 
common stock cost basis of $841,254 and secured notes receivable 
investments totaling $536,962, which were on nonaccrual status, were 
written off.

S-Tron
------

The company was unsuccessful in its efforts to obtain a major government 
contract; as a result, operations will likely cease by early 1996.  
Based on the Managing General Partner's opinion, there has been an other 
than temporary decline in the fair value of the Partnership's 
investment.  Accordingly, the Partnership has written off the cost basis 
of its Preferred stock investment of $496,827 and recorded a write-down 
of $221,136 on its subordinated note investment.

Wasatch Education Systems Corporation
-------------------------------------

In June 1995, the Partnership converted its secured notes receivable 
totaling $1,741,550 into 1,741,550 Series C Preferred shares at $1.00 
per share.  As part of the conversion, the Partnership wrote off or 
reversed accrued interest totaling $357,495.  In addition, the 
Partnership's existing common warrants were replaced with new five-year 
warrants with similar exercise prices.  New warrants were also received 
as a result of previous maturity extensions.  The Partnership recorded 
an unrealized fair value of $179,915 to reflect the restricted market 
value of these warrants at December 31, 1995.

Other Equity Investments
------------------------

Biocircuits Corporation and MTI Technology Corporation are publicly-
traded companies.  All such securities are unrestricted.  All other 
equity investments not specifically discussed above are privately held 
and no public market for the sale of these securities existed at 
December 31, 1995.

7.     Secured Notes Receivable, Net
       -----------------------------

At December 31, 1995 and 1994, secured notes receivable consisted of:

<TABLE>
<CAPTION>
                                                   1995       1994
                                                   ----       ----
<S>                                           <C>          <C>
Secured notes receivable                      $ 4,797,690   7,385,322
Accrued interest                                    4,306     279,214
Unamortized discount                             (266,965)   (136,024)
                                                ---------   ---------
  Total secured notes receivable, 
    net (cost basis)                            4,535,031   7,528,512

Allowance for loan losses                      (2,183,000) (2,529,000)
                                                ---------   ---------

  Total secured notes receivable, 
    net (fair value)                          $ 2,352,031   4,999,512
                                                =========   =========
</TABLE>

The 1995 notes were primarily from two portfolio companies in the 
computers and computer equipment and industrial/business automation 
industries.  The remaining loans were from approximately four other 
companies in a variety of industries.  All notes are secured by specific 
assets of the borrowing companies.  Interest rates on secured notes 
receivable at December 31, 1995 ranged from 10% to 20.91%.

During 1995, $1,741,550 of secured note principal and $11,091 of accrued 
interest were converted to equity investments, and secured notes 
totaling $536,962 were written off.  Refer to Note 6, Equity 
Investments, for disclosure regarding secured notes receivable converted 
to equity investments, write-off of secured notes receivable, and write-
off or reversal of accrued interest.


Changes in the allowance for loan losses were as follows:

<TABLE>
<CAPTION>
                                                   1995         1994
                                                   ----         ----
<S>                                            <C>           <C>
Balance, beginning of year                     $ 2,529,000   2,243,000
                                                 ---------   ---------

Provision for loan losses                          162,272   2,356,908

Secured notes receivable write-downs:
 Computers and computer equipment                       --  (2,035,000)
 Medical                                          (536,962)    (35,908)
                                                 ---------   ---------
  Total write-downs                               (536,962) (2,070,908)
                                                 ---------   ---------

Recoveries of previous write-offs:
 Semiconductor equipment                            28,690          --
                                                 ---------   ---------
  Total recoveries                                  28,690          --
                                                 ---------   ---------

  Change in net unrealized fair value
   of secured notes receivable                    (346,000)    286,000
                                                 ---------   ---------

  Balance, end of year                         $ 2,183,000   2,529,000
                                                 =========   =========
</TABLE>

The provision for loan losses is generally comprised of realized loan 
losses, net of recognized recoveries, and a change in net unrealized 
fair value based upon the level of loan loss reserves deemed adequate by 
the Managing General Partner at the respective year ends.

The allowance for loan losses is adjusted based upon changes to the 
portfolio size and risk profile.  Although the allowance is established 
by evaluating individual debtor repayment ability, the allowance 
represents the Managing General Partner's assessment of the portfolio as 
a whole.

Notes with a total cost basis of $4,031,001 and $4,321,823 were on 
nonaccrual status due to uncertainties of the borrowers' financial 
condition at December 31, 1995 and 1994, respectively.  The decrease of 
approximately $291,000 included note repayments and write-downs for a 
portfolio company in the medical industry, partially offset by secured 
notes issued to a portfolio company in the computers and computer 
equipment industry.  The Managing General Partner continues to monitor 
the progress of these companies.  The fair value at December 31, 1995 is 
based on the Managing General Partner's estimate of collectibility of 
these notes.

The scheduled principal repayments remaining are:

<TABLE>
<CAPTION>

      Year Ending                         Principal
      December 31,                        Repayments
      -----------                         ----------
          <S>                            <C>
          1996                           $1,971,038
          1997                                   --
          1998                                   --
          1999                                   --
          2000                            2,826,652
                                          ---------
                                         $4,797,690
                                          =========
</TABLE>

Secured notes receivable which are due on demand are included as 
principal repayments for the year ending December 31, 1996.  In 
addition, the Managing General Partner may at times need to restructure 
notes by either extending maturity dates or converting notes to equity 
investments to increase the ultimate collectibility of investments to 
the Partnership.

8.     Litigation and Other Investment Expenses
       ----------------------------------------

Other investment expenses reflect the cost of legal action with a third 
party related to a portfolio company in the retail/consumer products 
industry.  At December 31, 1995, the Partnership had accrued expenses of 
approximately $82,000 for future costs to defend the case.

In late 1992, the Partnership and the portfolio company filed a lawsuit 
against the third party claiming that the affiliated Partnership had the 
right to take possession of collateral, the price paid was fair and did 
not interfere with the third party's legal rights.  The third party 
filed a countersuit claiming otherwise and is seeking relief for $2.6 
million.  Currently, the Partnership and the portfolio company have 
appealed a recent trial court ruling that absolved the Partnership from 
wrongdoing but declared that the assets of the portfolio company, for a 
sum not certain, are available to satisfy certain claims of the third 
party.  An estimate of possible loss can not be determined at this time. 
The Managing General Partner believes the Partnership has adequate 
defense and intends to pursue this matter vigorously.  No amounts have 
been provided in the accompanying financial statements for any possible 
negative outcome of this matter.

9.     Cash and Cash Equivalents
       -------------------------

At December 31, 1995 and 1994, cash and cash equivalents consisted of:
<TABLE>
<CAPTION>

                                                   1995         1994
                                                   ----         ----
<S>                                             <C>           <C>
Demand accounts                                 $       --        2,334
Money-market accounts                            5,058,537    1,004,620
                                                 ---------    ---------
     Total                                      $5,058,537    1,006,954
                                                 =========    =========
</TABLE>

10.     Repurchase of Limited Partnership Interests
        -------------------------------------------

Each June, Limited Partners may tender their Units for repurchase by the 
Partnership.  The amount available in any year to repurchase tendered 
Units is limited to 10% of the aggregate principal repayments received 
by the Partnership during the preceding calendar year on notes to 
borrowing companies.  The price paid for any Units tendered is subject 
to the restrictions stated in the Partnership Agreement.  In 1995, 1994, 
and 1993, 1,177, 384, and 550 Units were tendered for repurchase 
totaling $55,319, $23,425, and $45,100 respectively.

11.     Commitments
        -----------

The Partnership is a party to financial instruments with off-balance-
sheet risk in the normal course of its business.  Generally, these 
instruments are equipment financing commitments or accounts receivable 
lines of credit that are outstanding but not currently fully utilized by 
a borrowing company.  As they do not represent current outstanding 
balances, these unfunded commitments are properly not recognized in the 
financial statements.  At December 31, 1995, the Partnership had 
unfunded commitments of $208,000 related to term note financings.

The Partnership uses the same credit policies in making these 
commitments and conditional obligations as it does for on-balance-sheet 
instruments.  Commitments to extend financing are agreements to lend to 
a company as long as there are no violations of any conditions 
established in the contract.  The credit lines generally have fixed 
termination dates or other termination clauses.  Since many of the 
commitments are expected to expire without being fully drawn upon, the 
total commitment amounts do not necessarily represent future cash 
requirements.  All commitments funded require collateral specified in 
the agreements.


<PAGE>
                              SIGNATURES
                              ----------

Pursuant to the requirements of Section 13 or 15(d) 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.

                         TECHNOLOGY FUNDING SECURED INVESTORS II

                         By:  TECHNOLOGY FUNDING INC.
                              Managing General Partner




Date:  March 22, 1996    By:       /s/Debbie A. Wong
                              --------------------------------------
                                   Debbie A. Wong
                                   Controller

Pursuant to the requirements of the Securities Exchange Act of 1934, 
this Report has been signed below by the following persons on behalf of 
the Registrant and in the capacities and on the dates indicated:

       Signature              Capacity                   Date
       ---------              --------                   ----

   /s/Charles R. Kokesh       President, Chief       March 22, 1996
------------------------      Executive Officer
Charles R. Kokesh             and Chairman of
                              Technology Funding Inc.
                              and Managing General
                              Partner of Technology
                              Funding Ltd.

   /s/Gregory T. George       Group Vice President   March 22, 1996
--------------------------    of Technology Funding
Gregory T. George             Inc. and a General
                              Partner of Technology
                              Funding Ltd.


The above represents a majority of the Board of Directors of Technology 
Funding Inc. and a majority of the General Partners of Technology 
Funding Ltd.