SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, D.C.  20549                
                                    FORM 10-K

                                   (Mark One)   
          ( X )  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
                  For the Fiscal Year Ended September 30, 1996
                                      OR
        (   )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
             For the transition period from ______________to ___________

                           Commission file number 0-9218

                               SUPER 8 MOTELS II, LTD.              
               (Exact name of registrant as specified in its charter)

             California                          94-2574309
  -------------------------------           ----------------------
  (State or other jurisdiction of           (I.R.S. Employer iden-
  incorporation or organization)               tification No.)
			
      2030 J Street, Sacramento, California                     95814
    ---------------------------------------                   ----------
    (Address of principal executive offices)                  (Zip Code)
    Registrant's telephone number, including area code:   (916) 442-9183

     Securities registered pursuant to Section 12 (b) of the Act: None
        Securities registered pursuant to Section 12 (g) of the Act:
 
                    UNITS OF LIMITED PARTNERSHIP INTEREST
                    -------------------------------------
                             (Title of Class)

    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 such shorter period that the registrant
has been required to file such reports) and (2) has been subject to the 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.  [x]

    State the aggregate market value of the voting stock held by non-affiliates
of the registrant.
                               Inapplicable.

                    DOCUMENTS INCORPORATED BY REFERENCE
                                   None




                                    - 1 -

<PAGE>


                                  PART I


Item 1. BUSINESS
        --------

General Development of Business
-------------------------------
    Super 8 Motels II, Ltd. (the "Partnership") is a limited partnership which
was organized under the Uniform Limited Partnership Act of the State of
California on May 7, 1979.  The Managing General Partner of the Partnership is
Grotewohl Management Services, Inc., a California corporation wholly-owned by
Philip B. Grotewohl.  The Associate General Partner of the Partnership is
Robert J. Dana. The Associate General Partner does not have general
responsibility in connection with the management of the business affairs of the
Partnership.  The Managing General Partner and the Associate General Partner
are sometimes hereinafter referred to as the "General Partners."

    Through two intrastate offerings of units of limited partnership interest
in the Partnership (the "Units"), the Partnership sold 7,000 Units at a price
of $1,000 per Unit.

    The net proceeds of the two offerings were expended for the acquisition and
development of two properties located in Santa Rosa, California, and Ontario,
California.  A fee interest was acquired in the Ontario property and a
leasehold interest was acquired in the Santa Rosa property.  Motel operations
commenced on November 12, 1980 at the Santa Rosa property, and on May 29, 1981
at the Ontario property.  The Ontario property was sold on February 14, 1990.

    There is hereby incorporated by reference herein the information regarding
the Partnership's Santa Rosa property contained in Part I, Item 2 of this
report under the caption "Properties."

Narrative Description of Business
---------------------------------
    The Partnership's business is to operate its motel property and to engage
in any and all general business activities related or incidental thereto.  The
Partnership's motel is operated pursuant to a franchise originally acquired
from Super 8 Motels, Inc. through Super 8 Management Corporation as a
subfranchisor, under the name "Super 8 Motel."  The current subfranchisor is
Brown & Grotewohl.

    Super 8 Motels, Inc. is a South Dakota corporation which was organized in
1972. Its first franchised motel commenced operation in 1974 and, as of October
31, 1996, a total of 1,464 franchised motels having an aggregate of 88,965
guest rooms were in operation.  On April 30, 1993, Super 8 Motels, Inc. became
a wholly-owned subsidiary of  Hospitality Franchise Systems, Inc. ("HFS"). In
addition to Super 8 Motels, HFS is also the franchisor of hospitality
properties under the Howard Johnson, Ramada and Days Inn tradenames.






                                    - 2 -

<PAGE>

    Motels franchised by Super 8 Motels, Inc. are budget motels in that they
offer room rates near the lower end of the room rate scale in each area in
which they are located.  Such lower rates are made possible by the elimination
of certain features present in many  higher-priced facilities, such as meeting
rooms and large lobbies; by not operating restaurants or cocktail lounges in
connection with the motels; and by utilizing uniform construction methods
(adapted only slightly to fit specific locales) which have been developed by
Super 8 Motels, Inc., and a standardized design which facilitates maintenance
and minimizes overhead expense.

    Super 8 Motels offer accommodations at the upper end, in terms of
facilities and prices, of the budget segment of the lodging industry.
Generally, Super 8 Motels offer larger rooms and higher quality furniture and
furnishings than motels franchised under the tradenames Motel 6, Regal 8 and
E-Z 8.  Rates in the Super 8 Motels tend to exceed those offered by the chains
mentioned above.

    By terms of the franchise agreement with Super 8 Motels, Inc., the
Partnership pays monthly franchise fees equal to 4% of its gross room revenues
and contributes an additional 1% of its gross room revenues to a fund
administered by Super 8 Motels, Inc. to finance the national advertising
program.  The Partnership has no equity or other interest in Super 8 Motels,
Inc.

    Brown & Grotewohl (the "Manager"), a California general partnership which
is an affiliate of the Managing General Partner, directs the operation of the
Partnership's motel.  The Manager supervises and directs the Partnership's
employees having direct responsibility for the operation of the motel,
establishes room rates, and directs the promotional activities of the
Partnership's employees.  It directs the purchase of replacement equipment and
supplies, maintenance activity and the engagement or selection of all vendors,
suppliers and independent contractors.  The motel staff, under the supervision
of the Manager, is responsible for, among other things, performing all service,
administrative and bookkeeping duties in connection with the motel, including
all collections and all disbursements to be paid out of funds generated by such
operations or otherwise supplied by the Partnership.

    The Partnership employs (on a part-time basis) one secretarial  employee,
four Partnership and motel administrative employees, one marketing employee,
and five accounting employees at its Sacramento, California office.  Included
in the above list is David P. Grotewohl, son of Philip Grotewohl, whom the
Partnership employs as Director of Operations and as an attorney.  Mark
Grotewohl, son of Philip Grotewohl, is employed as Director of Marketing. Julie
Grotewohl, daughter of Philip Grotewohl, was employed as the Regional Director
of Sales through August.

Santa Rosa, California
----------------------
    The motel located in Santa Rosa, California, which consists of 100 guest
rooms, commenced operations on November 12, 1980.  The average monthly
occupancy rates and average monthly room rates for the period from October 1,
1993 to September  30, 1996, are as follows:




                                    - 3 -

<PAGE>

                              AVERAGE OCCUPANCY RATE
                   1995 - 1996     1994 - 1995     1993 - 1994
                   -----------     -----------     -----------
October                59%             57%             57%
November               47%             47%             56%
December               38%             41%             42%
January                31%             44%             37%
February               32%             36%             42%
March                  38%             45%             41%
April                  45%             49%             53%
May                    58%             56%             57%
June                   65%             62%             61%
July                   77%             72%             79%
August                 76%             68%             72%
September              63%             66%             65%
                   -----------     -----------     -----------
Average                53%             54%             55%

                             AVERAGE ROOM RATE
                  1995 - 1996     1994 - 1995     1993 - 1994
                  -----------     -----------     -----------
October             $43.55          $41.81          $37.63
November            $43.21          $38.20          $37.43
December            $42.91          $38.30          $36.07
January             $42.86          $37.40          $35.25
February            $41.44          $39.08          $36.84
March               $42.48          $38.79          $38.14
April               $41.97          $39.19          $39.19
May                 $43.14          $42.48          $41.07
June                $45.36          $44.60          $41.70
July                $47.36          $47.14          $43.70
August              $47.32          $47.19          $43.92
September           $45.94          $45.39          $43.42
                  -----------     -----------     -----------
Average             $44.49          $42.33          $40.15

    The following existing lodging facilities provide direct or indirect
competition to the Partnership's Santa Rosa motel:

                                              APPROXIMATE DISTANCE 
                        NUMBER OF              FROM PARTNERSHIP'S
       FACILITY           ROOMS                 MOTEL (IN MILES)
       --------         ---------             --------------------
Motel 6                    100                      Adjacent
Motel 6                    119                        0.5
Los Robles Inn              90                        0.5
Sandman Motel              112                        0.5
Ramada Inn                  50                        0.5
Holiday Inn Express         95                        1.0
Days Inn                   160                        1.5
TraveLodge                  60                        2.0
Best Western Garden Inn    100                        3.0




                                    - 4 -

<PAGE>

    The Partnership employs (on a full-time or part-time basis) one manager,
five desk clerks, ten laundry and housekeeping employees, and one maintenance
worker at the Santa Rosa motel.

    The Santa Rosa motel draws its business from a variety of sources,
including corporate travelers, vacationers and tourists, convention attendees
and sports teams.  The Santa Rosa motel has no single customer the loss of
which would have a materially adverse effect on the motel's operations.


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

    On January 8, 1980, the Partnership acquired by long-term lease a parcel of
approximately  three acres of unimproved land located at 2632 N. Cleveland
Avenue, Santa Rosa, California, adjacent to U.S. Highway 101.  Effective May 1,
1981, the  lease was amended to delete an area comprising approximately 32,600
square feet from the lease.  A restaurant facility was subsequently built on
this deleted portion.

    The term of the lease extends until August 31, 2015, with a possible
extension of the term for up to an additional 15 years through exercise by the
Partnership of three five-year renewal options.  Base rental payments are
subject to adjustment at three-year intervals to reflect changes in the
Consumer Price Index.  Effective September 1, 1994 through August 31, 1997, the
base rent is $7,783 per month.  Such rent is net to the lessor of property
taxes and assessments, utilities and other expenses relating to the land.

    In April 1980, construction of the Partnership's 100-room motel was
commenced on the site.  The motel opened for operations immediately after
construction was completed on November 12, 1980.

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

	Inapplicable.


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

	Inapplicable.













                                    - 5 -


<PAGE>

                                   PART II


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

Market Information
------------------
    The Units are not freely transferable and no public market for the Units
has developed or is expected to develop.

Holders
-------
    As of December 12, 1996, a total of 1,112 investors ("Limited Partners")
held Units in the Partnership.

Distributions
-------------
    Cash distributions are made on a quarterly basis from Cash Available for
Distribution, defined in the Partnership's Certificate and Agreement of Limited
Partnership (the "Partnership Agreement") as Cash Flow, less adequate cash
reserves for obligations of the Partnership for which there is no provision.
Cash Flow means cash funds provided from operations of the Partnership, without
deduction for depreciation, but after deducting cash funds used to pay or
provide for the payment of debt service, capital improvements  and replacements
and the operating expenses of the Partnership's property.  See Item 11 hereof
for a discription of the manner in which such distributions are allocated
between the General Partners as a group and the Limited Partners as a group.

    In addition, the Partnership will promptly distribute net proceeds of the
sale and refinancing of its motel properties to the General Partners and the
Limited Partners, to the extent such proceeds are not reinvested in the
acquisition of additional properties.  See Item 11 hereof for a discription of
the manner in which such distributions are allocated between the General
Partners as a group and the Limited Partners as a group.
  
    The following distribution to the Limited Partners was the only
distribution made during the two fiscal years October 1, 1994 to September 30,
1996.

                                 Total           Amount
                     Date     Distribution      Per Unit
                     ----     ------------      --------
                    8/15/95      $21,000          $3.00












                                    - 6 -

<PAGE>

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

    Following are selected financial data of the Partnership for the fiscal
years ended September 30, 1996, 1995, 1994, 1993 and 1992.



















































                                    - 7 -

<PAGE>
                          SUPER 8 MOTELS II, LTD.

Item 6. Selected Financial Data
        -----------------------

                                         Years Ended September 30:
                          ----------------------------------------------------
                            1996       1995       1994       1993       1992
                          --------   --------   --------   --------   --------
Total Income              $889,283   $850,781   $827,562   $846,804   $880,622
Motel Room Income         $856,246   $829,326   $808,505   $828,804   $843,686
Net Income (Loss)         $101,430    $31,089   $(31,564)  $(88,213)  $(59,661)

Per Partnership Unit:
  Cash distributions         $3.00        -          -          -       $12.50
  Net income (loss)         $14.35      $4.40     $(4.46)   $(12.48)    $(8.44)




                       9/30/96     9/30/95     9/30/94     9/30/93     9/30/92
                     ----------  ----------  ----------  ----------  ----------
Total Assets         $1,268,224  $1,172,917  $1,122,106  $1,158,408  $1,230,978
Long-Term Debt            -           -           -           -           -

  































                                    - 8 -

<PAGE>

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

Liquidity
---------
    The Managing General Partner believes that the Partnership's liquidity,
defined as its ability to generate sufficient amounts of cash to satisfy its
cash needs, is adequate.  Current assets of $645,390 exceed current liabilities
of $99,153 by $ 546,237 as of September 30, 1996 as compared with $414,651 for
the same date in the previous fiscal year.  And as reflected in its Statement
of Cash Flows, the Partnership's cash and temporary investments have increased
in each of the last three fiscal years. After the second quarter of the  fiscal
year ended September 30, 1992, the Managing General Partner suspended the
Limited Partners' quarterly distributions to preserve cash.  In August 1996,
the Managing General Partner authorized the resumption of distributions at a
modest $3 per Unit per fiscal quarter.

    The General Partners have a reserve target equal to 5% of "Adjusted Capital
Contributions," or $174,716 (5% of $3,494,317).  "Adjusted Capital
Contributions" is computed as the original amount raised ($7,000,000) less the
$259,154 returned to the Limited Partners in 1982 from the sale of excess
Ontario land, and less the $3,246,529 returned to the Limited Partners from the
1990 Ontario motel sale.  The $546,237 excess of current assets over current
liabilities exceeds the General Partners' reserve target.  The General Partners
have decided to maintain the higher operating reserve pending improvement in
the Santa Rosa lodging market.

    The Partnership's primary source of liquidity is its gross revenues from
operations.  As noted below, the Partnership has a positive cash flow from
motel operations.  In addition, the Partnership's equity in its Santa Rosa
motel, which is presently unencumbered, would provide a potential source of
liquidity through financing in the event the Partnership's liquidity were
impaired.  There can be no assurance, however, that the Partnership could
borrow against such equity on favorable terms should additional liquidity be
required.


Capital Resources
-----------------
    The Partnership owns and operates one motel property, a 100-room lodging
facility located on leased land in Santa Rosa, California.

    The Partnership currently has no material commitments for capital
expenditures.  Its motel property is in full operation, and no further property
acquisitions or extraordinary capital improvements are contemplated.  Except as
described below, the General Partners are aware of no material trends or
changes with respect to the mix or relative cost of the Partnership's capital
resources.

    Working capital is expected to be generated by revenues from operations.




                                    - 9 -

<PAGE>

    During the fiscal year covered by this report, the Partnership capitalized
$36,983 of the $57,971 spent on the refurbishment of its motel and furnishings.
Included in the capitalized items were $11,148 for a replacement central office
computer, $8,149 for a replacement washing machine, $6,817 for new backflow
devices required by the City of Santa Rosa under the EPA's administration of
the Clean Water Act, $6,088 for replacement room carpets, $2,577 for a
replacement clothes dryer and $2,205 for replacement television sets.  The
non-capitalized renovations of $20,987 included expenditures for lamps and
light fixtures, drapes, air-conditioning units, mattresses, chairs, outside
building trim repairs and landscaping.  The General Partners anticipate that
approximately 3% of gross room revenues will be spent on replacement and
renovation during the fiscal year ending September 30, 1997. The Managing
General Partner intends that all of these expenditure will be made from cash
flow from operations or, if such cash flow is insufficient, from the
Partnership's cash reserves.

New Accounting Standards
------------------------
    SFAS No. 121, Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to be Disposed Of, requires the Partnership to disclose
information about potential impairment to the value of long-lived assets.  The
Partnership is not required to adopt and does not currently plan to adopt SFAS
No. 121 until its fiscal year ending September 30, 1997.  The Partnership does
not expect to make any disclosures about impairment of long-lived assets under
SFAS No. 121.

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

Partnership's Combined Financial Results
----------------------------------------
    During the year covered by this report as compared to the previous fiscal
year, the Partnership achieved a $38,502 (or 4.5%) increase in total income,
due primarily to a $26,920 (or 3.2%) increase in guest room revenue.  The
increase in guest room revenue is discussed under the Santa Rosa Motel caption
below.

    During the fiscal year ended September 30, 1995 as compared to the previous
fiscal year, the Partnership achieved a $23,219 (or 2.8%) increase in total
income, due primarily to a $20,821 (or 2.6%) increase in guest room revenue.
This increase in guest room revenue is discussed below.

    During the year covered by this report as compared to the previous fiscal
year, the Partnership achieved a $31,839 (or 3.9%) reduction in total expenses,
due primarily to the $25,548 (or 3.7%) reduction in motel operating expenses.
This decrease in motel operating expenses is discussed below.

    During the fiscal year ended September 30, 1995 as compared to the previous
fiscal year, the Partnership achieved a $39,434 (or 4.6%) reduction in total
expenses, due primarily to the $36,685 (or 5.1%) reduction in motel operating
expenses.  This decrease in motel operating expenses is discussed below.

Santa Rosa Motel
----------------
    The following is a comparison of operating results of the Partnership's
Santa Rosa motel for the twelve-month periods ended September 30, 1994, 1995
and 1996.
                                    - 10 -
<PAGE>

                          Average         Average
                         Occupancy         Room
                           Rate            Rate
                         ---------        -------
Twelve months ended:
September 30, 1994          55.2%          $40.15
September 30, 1995          53.7%          $42.33
September 30, 1996          52.6%          $44.49

                                          Total
                                       Expenditures       Partnership
                          Total          and Debt            Cash 
                         Revenues        Service           Flow (1)
                         --------      ------------       -----------
Twelve months ended:
September 30, 1994       $827,562        $773,164           $54,398
September 30, 1995       $850,781        $752,705           $98,076
September 30, 1996       $889,283        $733,042          $156,241

    (1) While Partnership Cash Flow as it is used here is not an amount found
in the financial statements, this amount is the best indicator of the annual
change in the amount, if any, available for distribution to the Limited
Partners.  This calculation is reconciled to the financial statements in the
following table.

    Reconciliation of Partnership Cash Flow (included in the chart above) to
Net Income as shown on the Statements of Operations (in the financial
statements) is as follows:

                                 1994           1995            1996
                               --------       --------        --------
Partnership Cash Flow           $54,398        $98,076        $156,241
Additions to Fixed Assets        10,883         28,974          36,964
Depreciation and Amortization   (96,852)       (97,047)        (91,815)
Other Items                           7          1,086              40
                               --------       --------        --------
Net Income                     $(31,564)       $31,089        $101,430
                               ========       ========        ========

    During the fiscal year covered by this report as compared to the previous
fiscal year, the Partnership's Santa Rosa motel achieved an increase in its
guest room revenue through an increase in its average daily room rate.  This
increase in revenue was partially offset by a decrease in overall room demand.
This result was achieved by selling more rooms to the higher-priced leisure
market segment and fewer rooms to the corporate, government, group and
discount-market segments.
	
    During the fiscal year ended September 30, 1995 as compared to the previous
fiscal year, the Partnership's Santa Rosa motel achieved an increase in its
guest room revenue by achieving an increase in the average daily room rate,
which was slightly offset by a decrease in the occupancy rate.  The higher room
rate was achieved through increased leisure guest rooms sold while all other
market segments declined slightly.



                                    - 11 -

<PAGE>

    During the fiscal year covered by this report as compared to the previous
fiscal year, the Partnership's Santa Rosa motel achieved a 2.6% reduction in
total expenditures and debt service while the average occupancy declined 2.0%.
The Partnership's Santa Rosa motel achieved a $4,866 reduction in expenditures
for renovations and additions to fixed assets and $5,241 in front desk wages &
salaries, which was partially offset by a $7,264 increase in utility costs.
Property taxes were reduced by $17,079 due to the favorable resolution of an
assessment appeal for the years 1994 through 1996. The Partnership received a
refund of $15,893 for prior tax years and a reduced assessment for current and
future tax years.
 
    During the fiscal year ended September 30, 1995 as compared to the previous
fiscal year, the Partnership's Santa Rosa motel achieved a 2.6% reduction in
total expenditures and debt service while the average occupancy declined 2.7%.
In accordance with the cost-cutting program instituted by the Managing General
Partner, the property was able to achieve comparative savings of $19,341 in
housekeeping wages and $6,620 in maintenance wages.  A non-recurring decline in
comparative phone system costs of $7,263 was offset by an $18,091 increase in
additions to fixed assets.

Future Trends
-------------
    The Managing General Partner believes that the adverse conditions in the
Santa Rosa lodging market, while somewhat eased in the last year,  will
continue to have a negative impact on the Partnership's profitability in the
near term.  Although there can be no assurance in this regard, analysis of
economic growth trends and planned hotel and motel construction leads the
Managing General Partner to believe that the Santa Rosa economy will eventually
absorb the existing supply of motel rooms.

    The Managing General Partner expects the Partnership's occupancy
percentages (and thus revenues and profitability) to benefit from a continued
economic recovery in the local and California economies.  The Managing General
Partner anticipates  lower occupancy rates and perhaps lower room rates in the
event of an economic downturn.  The Managing General Partner believes that
competitive conditions in the Santa Rosa market are such as to restrict the
Partnership's ability, in the short run, to increase its room rates to
compensate for inflation.  The cost-cutting program instituted in the first
part of the 1994 calendar year will continue to be enforced, but in the future
will result in lower savings on a comparative basis as cost inflation and
replacement requirements raise future costs.















                                    - 12 -

<PAGE>

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

    See Financial Statements and Notes to Financial Statements attached hereto
at pages F-1 through F-12.



















































                                    - 13 -

<PAGE>














                        ANNUAL REPORT ON FORM 10-K

                                  ITEM 8

                           FINANCIAL STATEMENTS
                                     
                          SUPER 8 MOTELS II, LTD.

                          SACRAMENTO, CALIFORNIA

                            SEPTEMBER 30, 1996
































                                      F-1

<PAGE>

Item 8: Financial Statements
        --------------------


                          SUPER 8 MOTELS II, LTD.

                       INDEX OF FINANCIAL STATEMENTS


                                                            Pages
                                                            -----

Financial Statements:
    Independent Auditors' Report                             F-3  

    Balance Sheets, September 30, 1996 and 1995              F-4
                                                            
    Statements of Operations for the years ended             F-5 
      September 30, 1996, 1995 and 1994                

    Statements of Partners' Equity for the years ended       F-6
      September 30, 1996, 1995 and 1994                 

    Statements of Cash Flows for the years ended             F-7 to
      September 30, 1996, 1995 and 1994                      F-8

    Notes to Financial Statements                            F-9 to
                                                             F-12



Note:  All schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule or because the information required is included in the financial
statements or notes thereto.





















                                      F-2

<PAGE>

                       INDEPENDENT AUDITORS' REPORT




To the Partners
Super 8 Motels II, Ltd.

We have audited the accompanying balance sheets of Super 8 Motels II, Ltd., a
California limited partnership, as of September 30, 1996 and 1995 and the
related statements of operations, partners' equity and cash flows for each of
the three years in the period ended September 30, 1996.  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.  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 Super 8 Motels II, Ltd. as of
September 30, 1996 and 1995 and the results of its operations and its cash
flows for each of the three years in the period ended September 30, 1996, in
conformity with generally accepted accounting principles.


VOCKER KRISTOFFERSON AND CO.


December 3, 1996

San Mateo, California

















                                      F-3

<PAGE>

                            SUPER 8 MOTELS II, LTD.
                       (A California Limited Partnership)
                                BALANCE SHEETS
                          September 30, 1996 and 1995


                                    ASSETS

                                                           1996        1995
                                                        ----------  ----------
Current Assets:
 Cash and temporary investments (Notes 1 and 3)         $  614,405  $  453,839
 Accounts receivable                                         9,323      17,785
 Prepaid expenses                                           21,662      27,303

  Total Current Assets                                     645,390     498,927
                                                        ----------  ----------
Property and Equipment (Notes 2 and 7):
 Capital improvements                                       34,947      34,947
 Building                                                1,845,878   1,845,878
 Furniture and equipment                                   497,661     466,449
                                                        ----------  ----------
                                                         2,378,486   2,347,274
 Accumulated depreciation and amortization              (1,759,327) (1,673,284)
                                                        ----------  ----------
  Property and Equipment, Net                              619,159     673,990
                                                        ----------  ----------
Other Assets (Note 2):
 Deposit of federal income tax                               3,675        -
                                                        ----------  ----------
    Total Assets                                        $1,268,224  $1,172,917
                                                        ==========  ==========

                     LIABILITIES AND PARTNERS' EQUITY

Current Liabilities:
 Accounts payable and accrued liabilities               $   97,413  $   82,477
 Due to related parties (Note 4)                             1,740       1,799
                                                        ----------  ----------
    Total Liabilities                                       99,153      84,276
                                                        ----------  ----------
Contingent Liabilities and Lease Commitment
 (Notes 4 and 5)                                              -           -

Partners' Equity:
 General Partners                                           47,359      46,345
 Limited Partners                                        1,121,712   1,042,296
                                                        ----------  ----------
  Total Partners' Equity                                 1,169,071   1,088,641
                                                        ----------  ----------
    Total Liabilities and Partners' Equity              $1,268,224  $1,172,917
                                                        ==========  ==========


The accompanying notes are an integral part of these financial statements.

                                      F-4

<PAGE>

                            SUPER 8 MOTELS II, LTD.
                       (A California Limited Partnership)
                           STATEMENTS OF OPERATIONS


                                                  Years Ended September 30:
                                            ----------------------------------
                                                1996        1995        1994    
                                             ---------   ---------   ---------
Income:
  Motel room                                  $856,246    $829,326    $808,505
  Telephone and vending                         14,721      10,260      11,854
  Interest                                      17,236      10,068       6,287
  Other                                          1,080       1,127         916
                                             ---------   ---------   ---------
    Total Income                               889,283     850,781     827,562
                                             ---------   ---------   ---------
Expenses:
  Motel operations (exclusive of depreciation
    shown separately below) (Notes 4 and 6)    662,519     688,067     724,752
  General and administrative (exclusive of 
    depreciation shown separately below)
      (Note 4)                                  33,519      34,578      37,522
  Depreciation and amortization (Note 2)        91,815      97,047      96,852
                                             ---------   ---------   ---------
    Total Expenses                             787,853     819,692     859,126
                                             ---------   ---------   ---------
        Net Income (Loss)                     $101,430     $31,089    $(31,564)
                                             =========   =========   =========

Net Income (Loss) Allocable to
  General Partners                              $1,014        $311       $(316)
                                             =========   =========   =========
Net Income (Loss) Allocable to
  Limited Partners                            $100,416     $30,778    $(31,248)
                                             =========   =========   =========
Net Income (Loss) Per
  Partnership Unit (Note 1)                     $14.35       $4.40      $(4.46)
                                             =========   =========   =========

Distributions to Limited Partners 
  Per Partnership Unit (Note 1)                 $3.00       $  -        $  -
                                             =========   =========   =========











The accompanying notes are an integral part of these financial statements.

                                      F-5

<PAGE>

                            SUPER 8 MOTELS II, LTD.
                       (A California Limited Partnership)
                         STATEMENTS OF PARTNERS' EQUITY


                                                  Years Ended September 30:
                                            ----------------------------------
                                               1996        1995        1994
                                            ----------  ----------  ----------
General Partners:
  Balance, beginning of year                $   46,345  $   46,034  $   46,350
    Net income (loss)                            1,014         311        (316)
                                            ----------  ----------  ----------
      Balance, End of Year                      47,359      46,345      46,034
                                            ----------  ----------  ----------
Limited Partners:
  Balance, beginning of year                 1,042,296   1,011,518   1,042,766
    Net income (loss)                          100,416      30,778     (31,248)
    Distributions to limited partners          (21,000)       -           - 
                                            ----------  ----------  ----------
      Balance, End of Year                   1,121,712   1,042,296   1,011,518
                                            ----------  ----------  ----------

      Total Partners' Equity                $1,169,071  $1,088,641  $1,057,552
                                            ==========  ==========  ==========





























The accompanying notes are an integral part of these financial statements.

                                      F-6

<PAGE>

                          SUPER 8 MOTELS II, LTD.
                    (A California Limited Partnership)
                         STATEMENTS OF CASH FLOWS


                                                  Years Ended September 30:
                                            ----------------------------------
                                               1996        1995        1994
                                            ----------  ----------  ----------
Cash Flows From Operating Activities:
 Received from motel operations               $880,407    $840,465    $817,779
 Expended for motel operations and
  general and administrative expenses         (679,215)   (704,198)   (768,739)
 Interest received                              17,338       8,172       6,125
                                            ----------  ----------  ----------
   Net Cash Provided by
     Operating Activities                      218,530     144,439      55,165
                                            ----------  ----------  ----------

Cash Flows From Investing Activities:
 Purchases of property and equipment           (36,984)    (28,974)    (10,883)
 Proceeds from sale of equipment                    20        -           -
                                            ----------  ----------  ----------
   Net Cash Used by                                
     Investing Activities                      (36,964)    (28,974)    (10,883)
                                            ----------  ----------  ----------

Cash Flows From Financing Activities:
 Distributions paid                            (21,000)       -           -
                                            ----------  ----------  ----------
   Net Cash Used by Financing Activities       (21,000)       -           -
                                            ----------  ----------  ----------

   Net Increase in Cash and
     Temporary Investments                     160,566     115,465      44,282

Cash and Temporary Investments:
 Beginning of year                             453,839     338,374     294,092
                                            ----------  ----------  ----------

   End of Year                                $614,405    $453,839    $338,374
                                            ==========  ==========  ==========












The accompanying notes are an integral part of these financial statements.

                                      F-7

<PAGE>

                          SUPER 8 MOTELS II, LTD.
                    (A California Limited Partnership)
                   STATEMENTS OF CASH FLOWS (Continued)


                                                  Years Ended September 30:
                                            ----------------------------------
                                               1996        1995        1994
                                            ----------  ----------  ----------

Reconciliation of Net Income (Loss) to Net Cash 
  Provided by Operating Activities:
 Net income (loss)                            $101,430   $  31,089    $(31,564)
                                            ----------  ----------  ----------
 Adjustments to reconcile net
     income (loss) to net cash provided
     (used) by operating activities:
   Depreciation and amortization                91,815      97,047      96,852
   Gain on sale of property                        (20)       -           -
   (Increase) decrease in accounts
     receivable                                  8,462      (2,144)     (3,658)
   (Increase) decrease in prepaid expenses       5,641      (1,276)     (1,727)
   Increase in other assets                     (3,675)       -           -
   Increase (decrease) in accounts payable and
     accrued liabilities                        14,936      19,599      (4,831)
   Increase (decrease) in due to
     related parties                               (59)        124          93
                                            ----------  ----------  ----------
      Total Adjustments                        117,100     113,350      86,729
                                            ----------  ----------  ----------
      Net Cash Provided by
        Operating Activities:                 $218,530    $144,439    $ 55,165
                                            ==========  ==========  ==========





















The accompanying notes are an integral part of these financial statements.

                                      F-8

<PAGE>
                          SUPER 8 MOTELS II, LTD.
                    (A California Limited Partnership)
                       NOTES TO FINANCIAL STATEMENTS

NOTE 1 - THE PARTNERSHIP
------------------------
Super 8 Motels II, Ltd., is a limited partnership organized under California
law on May 7, 1979, to acquire and operate motel properties in Santa Rosa and
Ontario, California.  The Santa Rosa Motel was opened in November, 1980, and
the Ontario Motel was opened in May, 1981.  The Ontario Motel property was sold
in February, 1990.  The Partnership grants credit to customers, substantially
all of which are local businesses in Santa Rosa.

The Managing General Partner of the Partnership is Grotewohl Management
Services, Inc., the sole shareholder and officer of which is Philip B.
Grotewohl.  The Associate General Partner of the Partnership is Robert J. Dana.

The net income or net loss of the Partnership is allocated 1% to the General
Partners and 99% to the Limited Partners. Net income and distributions per
partnership unit are based upon 7,000 units outstanding.  All partnership units
are owned by the Limited Partners.

The Partnership agreement requires that the Partnership maintain reserves for
normal repairs, replacements, working capital and contingencies in an amount of
at least 5% of adjusted capital contributions ($174,716 at September 30, 1996).
As of September 30, 1996, the Partnership had a combined balance in cash and
temporary investments of $614,405.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------
Items of Partnership income are passed through to the individual partners for
income tax purposes, along with any income tax credits.  Therefore, no federal
or California income taxes are provided for in the financial statements of the
Partnership.  Since the Partnership has a fiscal year-end other than the
majority of the partners, the Partnership is required annually to make a
payment to the Internal Revenue Service based on the prior year's income.

Property and equipment are recorded at cost.  Depreciation and amortization are
computed using the following estimated useful lives and methods:

       DESCRIPTION                METHODS              USEFUL LIVES
  Capital improvements     200% declining balance       7-20 years
                             and straight-line

  Buildings                150% declining balance      10-25 years
                             and straight-line

  Furniture and equipment  200% declining balance       5-7 years
                             and straight-line

Costs incurred in connection with maintenance and repair are charged to
expense.  Major renewals and betterments that materially prolong the life of
assets are capitalized.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect certain reported amounts and disclosures.  Accordingly, actual
results could differ from those estimates.
                                      F-9
<PAGE>
                          SUPER 8 MOTELS II, LTD.
                    (A California Limited Partnership)
                 NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 3 - CASH AND TEMPORARY INVESTMENTS
---------------------------------------
Cash and temporary investments as of September 30, 1996 and 1995 consist of the
following:
                                                1996         1995
                                             ----------   ----------
  Cash in bank, non-interest bearing           $ 35,070     $ 36,869
  Money market accounts                         479,335      316,970
  Certificates of deposit                       100,000      100,000
                                             ----------   ----------
     Total Cash and Temporary Investments      $614,405     $453,839
                                             ==========   ==========

Temporary investments are recorded at cost, which approximates market value.
The Partnership considers temporary investments with original maturities of six
months or less to be cash equivalents for purposes of the statement of cash
flows.  

NOTE 4 - RELATED PARTY TRANSACTIONS
-----------------------------------
FRANCHISE FEES
Super 8 Motels, Inc., now a wholly-owned subsidiary of Hospitality Franchise
Systems, Inc., is franchisor of all Super 8 Motels.  The Partnership pays to
the franchisor monthly fees equal to 4% of the gross room revenues of the motel
and contributes an additional 1% of its gross room revenues to an advertising
fund administered by the franchisor.  In return the franchisor provides the
right to use the name "Super 8," a national institutional advertising program,
an advance room reservation system, and inspection services.  These costs
($42,812 in 1996, $41,466 in 1995 and $40,308 in 1994) are included in motel
operations expense in the accompanying statements of operations.  The
Partnership operates its motel property as a franchisee of Super 8 Motels, Inc.
through a sub-franchise agreement with Brown & Grotewohl, a California general
partnership, of which Grotewohl Management Services, Inc., (see Note 1) is a
50% owner.  Under the sub-franchise agreement, Brown & Grotewohl earned 40% of
the above franchise fees, which amounted to $17,125, $16,587, and $16,123 in
1996, 1995 and 1994, respectively.

PROPERTY MANAGEMENT FEES
The General Partners or their affiliates handle the management of the motel
property of the Partnership.  The fee for this service is 5% of the gross
revenues from Partnership operations, as defined in the Partnership agreement,
not including income from the sale, exchange or refinancing of such properties.
This fee is payable only out of the cash available for distribution of the
Partnership, defined as the total cash receipts from Partnership operations
during a given period of time less cash used during the same period to pay debt
service, capital improvements and replacements, operating expenses and
reserves.  It is subordinated to prior receipt by the Limited Partners of a
cumulative 10% per annum pre-tax return on their adjusted capital contributions
for each year of the Partnership's existence.  At September 30, 1996 the
Limited Partners had not received the 10% cumulative return, and as no property
management fees are payable, they are not reflected in these financial
statements.  Management believes it is not likely that these fees will become
payable in the future.

                                      F-10
<PAGE>
                          SUPER 8 MOTELS II, LTD.
                    (A California Limited Partnership)
                 NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 4 - RELATED PARTY TRANSACTIONS (Continued)
-----------------------------------------------
SUBORDINATED PARTNERSHIP MANAGEMENT FEES
During the Partnership's operational stage, the General Partners are to receive
9% of cash available for distribution for Partnership management services,
along with an additional 1% of cash available for distribution on account of
their interest in the income and losses, subordinated, however, to receipt by
the Limited Partners of a cumulative 10% per annum pre-tax return on their
adjusted capital contributions and to payment of the property management fees
referred to above.  Since the Limited Partners had not received the 10%
cumulative return and the property management fees had not been paid, no
partnership management fees are presently payable and therefore are not
reflected in these financial statements.  Management expects these fees will
never be paid.  This fee is payable only from cash funds provided from
operations of the Partnership, and may not be paid from the proceeds of sale or
refinancing.

SUBORDINATED INCENTIVE DISTRIBUTIONS
Under the terms of the Partnership agreement, the net proceeds of the sale of
any of the Partnership's motel properties and of any financing or refinancing
of any of the Partnership's motel properties, to the extent that such proceeds
are not to be reinvested in the acquisition of additional properties, shall
promptly be distributed to the General Partners and Limited Partners.  Until
the Limited Partners have received distributions from all sources equal to
their capital contributions plus a cumulative 10% per annum pre-tax return on
their adjusted capital contributions, all of such proceeds shall be distributed
to the Limited Partners.  Thereafter, 15% of the remainder of such proceeds
shall be distributed to the General Partners as cash incentive distributions
and the balance shall be distributed to the Limited Partners.

ADMINISTRATIVE EXPENSES SHARED BY THE PARTNERSHIP AND ITS AFFILIATES
There are certain administrative expenses allocated between the Partnership and
affiliated Super 8 partnerships.  These expenses, which are allocated based on
usage, are telephone, data processing, rent of the administrative office, and
administrative salaries.  The administrative expenses allocated to the
Partnership were approximately $113,000  in 1996, $110,000 in 1995 and $107,000
in 1994 and are included in motel operations expenses and general and
administrative expenses in the accompanying statements of operations.  Included
in administrative salaries are allocated amounts paid to three employees who
are related to Philip B. Grotewohl, the sole shareholder of Grotewohl
Management Services, Inc., a General Partner of the Partnership.

NOTE 5 - LEASE COMMITMENT
-------------------------
The Partnership has a long-term operating lease commitment on approximately
three acres of land in Santa Rosa, California, the site of the Santa Rosa
motel.  The term of the lease runs through August 31, 2015, with an option to
extend the lease for three consecutive periods of five years each.  The base
monthly rent is subject to adjustment at three year intervals to reflect
changes in the Consumer Price Index.  The Partnership will pay all property
taxes, assessments and utilities.  Rent expenses for the fiscal years ending
September 30, 1996, 1995 and 1994 were $101,354 , $101,679, and $95,140,
respectively.
                                      F-11

<PAGE>
                          SUPER 8 MOTELS II, LTD.
                    (A California Limited Partnership)
                 NOTES TO FINANCIAL STATEMENTS (Continued)

NOTE 5 - LEASE COMMITMENT (Continued)
-------------------------------------
The future lease commitment at September 30, 1996, using the minimum monthly
amounts, is as follows:

                  Years Ending 
                  September 30:                          Amount
                  -------------                       -----------
                      1997                            $    93,395
                      1998                                 93,395
                      1999                                 93,395
                      2000                                 93,395
                      2001                                 93,395
                   2002-2006                              466,973
                   2007-2011                              466,973
                   2012-2015                              365,796
                                                       ----------
                                                       $1,766,717
                                                       ==========

NOTE 6 - MOTEL OPERATING EXPENSES
---------------------------------
The following table summarizes the major components of motel operating expenses
for the years ended September 30, 1996, 1995 and 1994. 
 
                                                 1996      1995      1994
                                               --------  --------  --------
  Salaries and related costs                   $189,103  $191,794  $223,905
  Rent                                           93,395    94,016    86,968
  Franchise and advertising fees                 42,812    41,466    40,308
  Utilities                                      74,632    73,824    83,034
  Allocated costs, mainly indirect salaries      92,355    89,327    85,609
  Repairs and minor renovations                  20,987    33,863    25.579
  Other operating expenses                      149,235   163,777   179,349
                                               --------  --------  --------

  Total Motel Operating Expenses               $662,519  $688,067  $724,752
                                               ========  ========  ========

NOTE 7 - PROPERTY AND EQUIPMENT
-------------------------------
The following is a summary of the accumulated depreciation and amortization of
property and equipment:

                                                        1996        1995
                                                     ----------  ----------
  Capital improvements                               $   34,075  $   32,559
  Building                                            1,292,582   1,231,106
  Furniture and equipment                               432,670     409,619
                                                     ----------  ----------
     Accumulated depreciation and amortization       $1,759,327  $1,673,284
                                                     ==========  ==========

                                      F-12

<PAGE>

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

    Inapplicable.

                                 PART III


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

    The original general partners of the Partnership were Dennis A. Brown,
Philip B. Grotewohl and Robert J. Dana.  Upon Mr. Brown's death on February 25,
1988, Mr. Grotewohl and  Mr. Dana elected to continue the Partnership.  During
March 1988, Mr. Grotewohl appointed Grotewohl Management Services, Inc., a
California corporation wholly-owned by Mr. Grotewohl, his successor as Managing
General Partner of the Partnership.  Mr. Dana continues to be a General Partner
of the Partnership.

    The Managing General Partner was organized in 1981 to serve as a general
partner of limited partnerships to be formed for the purpose of investing in
Super 8 Motels.

    Mr. Grotewohl, age 78, was an attorney-at-law and was engaged in the
private practice of law in San Mateo County, California, between 1967 and 1978.
Since 1978, Mr. Grotewohl's principal occupation has been as a promoter and
general partner of Super 8 Motel limited partnerships.

    Mr. Dana, age 68, was a registered representative of Brown, Brosche
Securities, Inc. between 1982 and his retirement in 1988.  Between 1976 and
1982 he served as a registered representative of several other stock and
investment brokers.  Mr. Dana has also served as marketing consultant for
various real estate limited partnerships and other direct participation
investment programs.


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

    The following discussion contains certain information regarding aggregate
direct or indirect compensation paid by the Partnership during the fiscal year
ended September 30, 1996 or payable to the General Partners and the Estate of
Dennis A. Brown as a group.  Although Mr. Brown ceased to be a general partner
of the Partnership upon his death, his estate shares in certain compensation
otherwise payable to the General Partners and their affiliates.
													
Property Management Fees
------------------------
    The Manager is managing and will manage the Partnership's motel pursuant to
an agreement between the Partnership and Super 8 Management Corporation, a
corporation which was wholly-owned by Dennis A. Brown and Philip B. Grotewohl.
In March 1988  the management contract between the Partnership and Super 8
Management Corporation was assigned to the Manager, which is a California

                                    - 14 -

<PAGE>

general partnership between the Estate of Dennis A Brown and the Managing
General Partner. The fee for this service is 5% of the gross proceeds from the
operations of the motel.  This fee is payable only out of the operational cash
flow of the Partnership, and is subordinated to the prior receipt by  the
Limited Partners of a cumulative 10% per annum return on their Adjusted Capital
Contributions.  This compensation is in  addition to the cost of goods and
services acquired for the Partnership from independent contractors.

    As a result of the sale of the Ontario motel in February 1990, the General
Partners waived their claim to accrued management fees as the receipt thereof
became extremely remote.  No property management fees have been accrued since
the Ontario motel sale due to the unlikelihood that they would ever be paid to
the General Partners.  Before the General Partners can receive any property
management fees, the Limited Partners must receive preferential distributions
of $3,304,493 to meet the subordination requirement calculated through
September 30,1996, plus $349,432 per each year thereafter.

Franchise Fees and Advertising Fees
-----------------------------------
    Super 8 Motels, Inc. is  the franchisor of all Super 8 Motels.  The
Partnership operates its motel as a franchisee of Super 8 Motels, Inc., through
a sub-franchise obtained from Super 8 Management Corporation.  The original
sub-franchise agreement by Super 8 Management Corporation was transferred to
the Manager in March 1988.  The Partnership, as franchisee, pays to the
franchisor monthly franchise fees equal to 4% of its gross room revenue and
contributes 1% of its gross room revenue to an advertising fund administered by
the franchisor to finance institutional advertising.  The Manager is entitled
to one-half of the franchise fees.
  
    The total of franchise fees accrued during the fiscal year covered by this
report was $34,250 (of which $17,125 accrued to the Manager).   All of the
above sums have been paid.

General Partners' Interest in Cash Available for Distribution
-------------------------------------------------------------
    At quarterly intervals, the total amount of the Partnership's Cash
Available for Distribution is determined at  the discretion of  the  General
Partners.  (See Item 5 above.)  Distributions therefrom are made as follows:  
(1) 90% of such distributions is paid to the Limited Partners;  (2) 9% thereof
is paid to the General Partners as Partnership management fees; and (3) 1%
thereof is paid to the General Partners in accordance with their interest in
the income and losses of the Partnership.

    Notwithstanding the foregoing, however, distributions of Cash Available for
Distribution to the General Partners are deferred and paid only after payment
to the Limited Partners of distributions of Cash Available for Distribution in
an amount equal to 10% per annum cumulative on their Adjusted Capital
Contributions.  During the fiscal year covered by this report $2,333 was
deferred for the General Partners' share of distributions of Cash Available for
Distribution.  A total of $672,147 has been deferred since commencement of the
Partnership.  As discussed in the section captioned "Property Management Fees"
above, the payment of these fees is unlikely due to the large preferential
distribution unpaid to the Limited Partners.



                                    - 15 -

<PAGE>

General Partners' Interest in Net Proceeds of Sales and Financing of
--------------------------------------------------------------------
Partnership Properties
----------------------
    Net proceeds of the sale of the Partnership's motel property and of any
financing or refinancing thereof (to the extent that the proceeds of any such
financing or refinancing are not to be reinvested in the acquisition of
additional properties) will be promptly distributed. Such distributions will be
paid as follows:  (1)  until the Limited Partners have received distributions
from all sources equal to 100% of their capital contributions plus 10% per
annum cumulative on their Adjusted Capital Contributions, all of such proceeds
will be distributed to the Limited Partners; (2) thereafter, 15% of the balance
of such proceeds will be distributed to the General Partners as cash incentive
distributions and the remaining 85% thereof will be distributed to the Limited
Partners.  No distributions have been paid to or accrued for the benefit of the
General Partners.

Allocation of Compensation
-------------------------- 
    Compensation to the General Partners and their affiliates is allocated as
follows:

(1)  Mr. Dana receives annual amounts from the General Partners' compensation
from the Partnership so that his cumulative additional compensation from year
to year is equal to the greater of 25% of the General Partners' cumulative
share of Cash Available for Distribution and sale or refinancing proceeds or
25% of the cumulative property management fees received by the General Partners
(reduced by all Partnership-related business expenses of the General Partners).

(2)  All compensation to the General Partners which is not allocated to Mr.
Dana is divided equally between Mr. Grotewohl and the Estate of Dennis A.
Brown.


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

Security Ownership of Certain Beneficial Owners
-----------------------------------------------
    No person is known by the Partnership to be the beneficial owner of more
than 5% of the Units.

Security Ownership of Management
--------------------------------
    The General Partners do not beneficially own any Units.

Changes in Control
------------------
    With the consent of all other General Partners and Limited Partners holding
more than 50% of the Units, a General Partner may designate a successor or
additional general partner, in each case with such participation in such
General Partner's interest as such General Partner and successor or additional
general partner may agree upon, provided that the interests of the Limited
Partners are not affected thereby.


                                    - 16 -

<PAGE>

    A General Partner may withdraw from the Partnership at any time upon 60
days' prior written notice to the Limited Partners and any other General
Partners, or may transfer his interest to an entity controlled by him;
provided, however, that in either such event, if it is determined that the
Partnership business is to be continued rather than dissolved and liquidated
upon the happening thereof, the withdrawal or transfer  will be effective only
after receipt by the Partnership of an opinion of counsel to the effect that
such withdrawal or transfer will not cause the Partnership to be classified as
an association taxable as a corporation rather than as a partnership for
federal income tax purposes.

    The Limited Partners shall take no part in the management of the
Partnership's business; however, a majority in interest of the Limited
Partners, without the concurrence of the General Partners, shall have the right
to amend the Partnership Agreement, dissolve the Partnership, remove a General
Partner or any successor general partner, elect a new general partner or
general partners upon the removal, retirement, death, insanity, insolvency or
bankruptcy of a General Partner, and approve or disapprove the sale, exchange
or pledge in a single transaction of all or substantially all of the properties
acquired by the Partnership.


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

Administrative Expenses Shared by the Partnership and its Affiliates
--------------------------------------------------------------------
    There are certain administrative expenses allocated between the Partnership
and affiliated Super 8 partnerships.  These expenses, which are allocated based
on usage, are telephone, data processing, rent of administrative offices and
administrative salaries.  The administrative expenses allocated to the
Partnership were approximately $113,000 in fiscal year ended September 30, 1996
and are included in general and administrative expenses and motel operations
expenses in the Partnership's financial statements.  Included in administrative
salaries are allocated amounts paid to three employees who are related to
Philip B. Grotewohl, the sole shareholder of the Managing General Partner.




















                                    - 17 -

<PAGE>
                                   PART IV

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

(a)  Documents filed as part of this report 
     --------------------------------------
1. Financial Statements Included in Part II of this Report
    Independent Auditors' Report
     Balance Sheets, September 30, 1996 and 1995
     Statements of Operations for the Years Ended September 30, 1996, 1995 and
      1994
     Statements of Partners' Equity for the Years Ended September 30, 1996,
      1995 and 1994
     Statements of Cash Flows for the Years Ended September 30, 1996, 1995 and
      1994
     Notes to Financial Statements

2. Financial Statement Schedules Included in Part IV of the Report
    None

3. Exhibits
    3. and 4.  The Partnership Agreement is incorporated herein as an exhibit
    from the annual report on Form 10-K for the fiscal year ended September 30,
    1984 (File No. 0-9218). 10.1  Ground  lease pertaining to the Partnership's
    Santa Rosa, California property filed as 
Exhibit 10.1 to the
    annual report on Form 10-K for the fiscal year ended September 30, 1982
    (File No. 0-9218) is hereby incorporated herein as an exhibit.

(b)  Reports on Form 8-K
     -------------------
    Inapplicable

























                                    - 18 -


<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.

(Registrant)      SUPER 8 MOTELS II, LTD.       
                  -----------------------

By (Signature and Title)               /s/  Philip B. Grotewohl
                                       ------------------------
                                       Philip B. Grotewohl,
                                       President of Grotewohl Management
                                       Services, Inc.,
                                       Managing General Partner

Date  December 20, 1996
      -----------------

    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.

By (Signature and Title)               /s/  Philip B. Grotewohl
                                       ------------------------
                                       Philip B. Grotewohl,
                                       Chief executive officer,
                                       chief financial officer,
                                       chief accounting officer and sole
                                       director of Grotewohl Management
                                       Services, Inc., Managing General
                                       Partner

Date  December 20, 1996
      -----------------





















                                    - 19 -


<PAGE>