SECURITIES AND EXCHANGE COMMISSION

                    Washington, DC  20549

                          FORM 10-Q
                              
         Quarterly Report Under Section 13 or 15(d)
              of the Securities Exchange Act of 1934
                             
           For Quarter Ended September 30, 1996
              Commission file number 2-47115

        CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II

   (Exact name of registrant as specified in its charter)

            ILLINOIS                    36-6503795
 (State or other jurisdiction of      (IRS Employer
  incorporation or organization       Identification
                                         Number)

                6210 Campbell Road Suite 140
                     Dallas, Texas  75248

          (Address of principal executive offices)


Registrant's telephone number, including area code:
(972)380-8000.


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:  Y        No:


             REGISTRANT IS A LIMITED PARTNERSHIP


TABLE OF CONTENTS
                              
                              
                              

Item 1.  Financial Statements


The following Unaudited financial statements are filed
herewith:

Consolidated Balance Sheet as of September 30, 1996 and
December 31, 1995                                 Page 3

Consolidated Statements of Operations for the Three and Nine
Months Ended September 30, 1996 and 1995          Page 4

Consolidated Statements of Cash Flows for the Nine Months
Ended September 30, 1996 and 1995                 Page 5

Notes to Consolidated Financial Statement         Page  6

Item 2.  Results of Operations and Management's Discussion
and Analysis of Financial Condition               Page 7

Liquidity and Capital Resources                   Page 8

Other information                                 Page 9

Signatures                                        Page 10


The statements, insofar as they relate to the period
subsequent to December 31, 1995, are Unaudited.
                              

PART 1.   FINANCIAL INFORMATION

Item 1.     Financial Statements

        CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
            Condensed Consolidated Balance Sheets
                              
                                September 30,       December 31,
                                    1996                1995
                                 (Unaudited)              
                                                          
ASSETS                                                            
Real Estate assets, at cost                                       
Land                              $137,971            $137,971
Buildings and improvements         841,116            841,116
                                   979,087            979,087
Less: Accumulated                 (392,243)          (356,243)
depreciation
Real Estate, net                   586,844            622,844
                                                          
Cash including cash                 7,016              37,448
investments
Escrow deposits                    51,129              21,440
Capital replacement reserve           0                3,357
Liquidity reserve                  23,570              23,570
Other assets                       83,492              83,713
TOTAL ASSETS                      $752,051            $792,372
                                                          
                                                          
LIABILITIES AND PARTNERS'                                 
EQUITY:
                                                          
LIABILITIES                                               
Mortgage and notes payable       $1,322,902          $1,338,356
Payable to Affiliates              253,683            219,647
Distributions payable              37,190              37,190
Real estate taxes payable          13,500                0
Security deposits                  12,295              13,822
Interest payable                      0                9,090
Accounts payable &  accrued        38,671              23,235
expenses
                                                          
Total liabilities                 1,678,241          1,641,340
Partners Capital (Deficit)                                
Limited Partners                  (680,606)          (607,245)
General  Partner                  (245,584)          (241,723)
                                                          
Total Partners Capital            (926,190)          (848,968)
(Deficit)
                                                          
                                                          
Total Liability And               $752,051            $792,372
Partners Equity
                              
                              
  See notes to Condensed Consolidated Financial Statements
                              
                              
                              
                              
        CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
       Condensed Consolidated Statement of Operations
                         (Unaudited)

                            Three Months Ended    Nine Months Ended
                                September 30,      September 30,
REVENUES                       1996     1995      1996      1995
                                                         
Rental income                 $99,667  $101,868  $320,274 $294,912
Other property                  5,626    2,472     14,735    7,433
Total revenues                105,293  104,340   335,009   302,345
                                                              
EXPENSES                                                      
Salaries & wages              23,149    28,384    63,818   70,535
Maintenance & repairs         24,095    40,770    76,615   154,325
Utilities                     14,962    10,677    44,101   34,654
Real estate taxes              4,500    4,380     13,500   13,860
General administrative        13,224    6,799     43,135   41,629
Contract services              6,545    5,715     20,035   14,783
Insurance                      2,892    2,664     9,422     8,331
Interest                      26,992    27,499    81,369   82,496
Depreciation and              14,512    16,711    43,536   50,133
amortization
Property management fees       5,225    5,198     16,700   15,091
Total expenses                136,096  148,797   412,231   485,837
                                                              
                                                              
NET INCOME (LOSS)           ($30,803) ($44,457) ($77,222)($183,492)
                                                  
                                                              
                                                              
NET INCOME PER SHARE         ($6.15)  ($8.88)   ($15.43)  ($36.66)
                              


  See Notes to Condensed Consolidated Financial Statements


                              
                              
                              
                              
        CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
                              
       Condensed Consolidated Statement of Cash Flows
                              
                                           Nine Months Ended
                                              September 30,
                                            
                                             1996       1995
                                                                
CASH FLOWS FROM OPERATING ACTIVITY                        
Net income (loss)                         ($77,222)  ($183,492)
Adjustments to reconcile net income                       
(loss) to net cash
provided by operating activities:                         
Depreciation and amortization              $36,000     $37,500
Net Effect of changes in operating                        
accounts
Escrow deposits                           ($29,689)   ($35,874)
Capital replacement reserve                 $3,357     $20,047
Accrued real estate taxes                  $13,500     $13,860
Security deposits                          ($1,527)     $740
Accounts payable                           $15,436    ($16,222)
Other assets                                 $221      $22,755
Net cash used by operating activities     ($39,924)  ($140,686)
                                                          
                                                          
CASH FLOWS FROM INVESTING ACTIVITIES                      
Repayment of mortgage notes payable       ($15,454)   ($14,249)
Increase in note payable - affiliates      $34,036    $145,397
Decrease in interest payable               ($9,090)      $0
Net cash provided by investing              $9,492    $131,148
activities
                                                          
NET INCREASE (DECREASE) IN CASH AND CASH  ($30,432)   ($9,538)
EQUIVALENTS
CASH AND CASH EQUIVALENTS, BEGINNING OF     37,448     10,217
PERIOD
CASH AND CASH EQUIVALENTS, END OF PERIOD    7,016        679
                              
                              
  See Notes to Condensed Consolidated Financial Statements
                              
Basis of Presentation:

     Certain information and footnote disclosures normally
included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed
or omitted pursuant to such rules and regulations, although
the Partnership believes that the disclosures are adequate
to make the information presented not misleading.  It is
suggested that these condensed financial statements be read
in conjunction with the financial statements and notes
thereto included in the Partnership's latest annual report
on Form 10-K.
                              
                              
Item 2. RESULTS OF OPERATIONS AND MANAGEMENT'S DISCUSSION
AND ANALYSIS OF FINANCIAL CONDITION

Results of Operations

THIRD QUARTER 1995 COMPARED TO THIRD QUARTER 1995

Revenue from property operations increased $953, or 0.91%,
for the third quarter of 1995, as compared to the 1995 third
quarter. The following table illustrates the components:

                                  Three Month
                                  Comparison
                                       
                                   Increase
                                  (Decrease)
                                       
Rental income                       (2,201)
Other property                       3,154
Net Increase (Decrease)               953
                              
                              
Property operating expenses decreased $12,701, or 8.54%, for
the third quarter of 1996, as compared to the same period in
1995, primarily due to decreases in air conditioner and
parking lot repairs, as well as certain maintenance
personnel costs, that appeared to have increased in the
1996/1995 comparison.  The following table illustrates the
components by category,:

                                       Increase
                                      (Decrease)
                                                        
Salaries & wages                       (5,235)
Maintenance & repairs                  (16,675)
Utilities                               4,285
Real estate taxes                        120
General administrative                  6,425
Contract services                        830
Insurance                                228
Interest                                (507)
Depreciation and amortization          (2,199)
Property management fees                  27
Net Increase (Decrease)                (12,701)

NINE MONTHS ENDED SEPTEMBER 1996 COMPARED TO NINE MONTHS
ENDED SEPTEMBER 1995


Revenue from property operations increased $32.664, or
10.80%, for the first nine months of 1996, as compared to
the first six months of 1995. The following tables
illustrates the components:


                                     Increase
                                    (Decrease)
                                                   
Rental income                         25,362
Other property                        7,302
Net Increase (Decrease)               32,664



Property operating expenses decreased $73,606 or 15.15%, for
the first nine months of 1996, as compared to the same
period in 1995, primarily due to decreases in air
conditioner and parking lot repairs, as well as certain
maintenance personnel costs, that appeared to have increased
in the 1996/1995 comparison.  The follows table illustrates
the components by category:


                                    Increase
                                   (Decrease)
                                                   
Salaries & wages                     (6,717)
Maintenance & repairs               (77,710)
Utilities                             9,447
Real estate taxes                     (360)
General administrative                1,506
Contract services                     5,252
Insurance                             1,091
Interest                             (1,127)
Depreciation and amortization        (6,597)
Property management fees              1,609
Net Increase (Decrease)             (73,606)




LIQUIDITY AND CAPITAL RESOURCES



The partnership reacquired the Brookhollow Apartments
through a foreclosure sale on December 16, 1986. The
property was recorded at its net realizable value, $746,663,
which determined to be the mortgage receivable balance of
$2,152,500 plus costs of repossession of $14,167, less
deferred gain on sale of $1,420,004.

In February, 1991, Amrecorp Realty Inc., resigned as the
Managing General Partner of the Partnership. As was
communicated to all limited partners, this step was taken in
order to minimize any effect that Amrecorp's financial
difficulties might have on the partnership. Management of
the Partnership's assets is performed by Univesco, Inc., a
Texas corporation, Robert J. Werra, President.

The operations of the Brookhollow Apartments stabilized
during 1993. The property had an operating profit for 1993.
An attempt was made to sell the property prior to March,
1993. The proposed sales price was $1,695,000. The purchaser
was not able to close the purchase and forfeited the $50,000
of its earnest money deposit. It's the General Partners
intention to continue operating the Brookhollow Apartments
while considering offers to purchase the property.

On November 12, 1993 the Partnership refinanced the
property's secured debt with a 8.15% ten year, mortgage from
Lexington Mortgage Company. The loan proceeds were provided
through a Real Estate Mortgage Investment Contract sponsored
by Donaldson, Lufkin & Jenrette. The $1,375,000 mortgage
loan provides for monthly payments of principal and interest
of $10,749 based on an amortization period of 300 months
with a final payment of approximately $1,118.000 due in
December, 2003. The loan proceeds were used to pay off the
old loan balance of $740,283, which include a discount of
$40,775 from the old lender negotiated for early payment .
The partnership agreement was amended by vote of the limited
partners to include the appointment of a new corporate
General Partner, CRREP, Inc., a Texas corporation wholly
owned by Robert J. Werra. In conjunction with the 1993
refinancing, the Partnership was required to liquidity
reserve and a capital replacement reserve which had balances
of $48,500 and $22,400, respectively, as of Dec ember 31,
1993. Each of these reserves is refundable to the
Partnership.
                         Part II
     
                    Other Information
     
     
     Item 1.        Legal Proceedings
     
               The Registrant is not engaged in any material
     legal proceedings other than
               ordinary and routine litigation incidental to
               the business.
     
     Item 2.        Changes in Securities.
               None
     
     Item 3.        Defaults Upon Senior Securities.
               None
     
     Item 4.        Submission of Matters to a Vote of
                    Security Holders.
               None
     
     Item 5.        Other Information
               None
     
     Item 6.        Exhibits and Reports on Form 8-K as of
                    September  30, 1996.





                         SIGNATURES


     Pursuant to the requirements of the Securities Exchange
     Act of 1934, the registrant has duly caused this report
     to be signed on its behalf by the undersigned thereunto
     duly authorized.
     
     
                         CAPITAL RESOURCES REAL ESTATE
                         PARTNERSHIP II an Illinois limited
                         partnership
     
     
     
                         By:  /s/ Robert J. Werra
                              Robert J. Werra,
                              General Partner
     
     
     
     
     
     
                         Date November 11, 1996