UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D. C. 20549

                                    FORM 10-K

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

   For the fiscal year ended December 31, 1996. Commission file number 0-11200

               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

                              Minnesota 41-1398390
                         510 Marquette Avenue, Suite 300
                             Minneapolis, Minnesota
                                      55402

                  Registrant's telephone number (612) 338-2828


Securities registered pursuant to Section 12(b) of the Act:

                                                  Name of each exchange on
                  Title of each class                 which registered
                  -------------------                 ----------------

                         None                               None

Securities registered pursuant to Section 12(g) of the act:  $11,000,000


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 (229.405 of this chapter) 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. [ ]


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP


                                TABLE OF CONTENTS

                                                                           PAGE
PART I
   Item 1         Business...............................................   1-2

   Item 2         Properties.............................................     3

   Item 3         Legal Proceedings......................................     3

   Item 4         Submission of Matters to a Vote
                  of Limited Partners....................................     3


PART II
   Item 5         Market for the Partnership's Limited Partnership
                  Interests and Related Limited Partner Matters..........     3

   Item 6         Selected Financial Data................................     4

   Item 7         Management's Discussion and Analysis of
                  Financial Condition and Results of Operations..........   5-7

   Item 8         Financial Statements and Supplementary Data............     8

   Item 9         Changes in and Disagreements with Accountants on
                  Accounting and Financial Disclosure....................     8


PART III
   Item 10        The General Partner of the Partnership.................  8-10

   Item 11        Management Remuneration and Transactions............... 10-11

   Item 12        Limited Partnership Ownership of Certain
                  Beneficial Owners and Management.......................    11

   Item 13        Certain Relationships and Related
                  Transactions...........................................    11


PART IV
   Item 14        Exhibits, Financial Statement Schedules
                  and Reports on Form 8-K................................    11


SIGNATURES        .......................................................    12



               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP
                                     PART I
Item 1.  Business

         The registrant, Griffin Real Estate Fund-II, A Limited Partnership (the
"Partnership"), was organized on September 19, 1980 under the laws of the State
of Minnesota. The Partnership was formed by the general partner, Investment
Associates, a Minnesota general partnership, to acquire existing,
income-producing real properties for rental purposes. On February 2, 1981 the
Partnership commenced an offering of $10,000,000 pursuant to a Registration
Statement on Form S-11 under the Securities Act of 1933. The offering terminated
December 15, 1982 upon the acceptance of 2200 units $11,000,000), the maximum
allowed under the registration.

         The Partnership is engaged solely in the business of real estate
investment, and is limiting its investment to the real property acquired at its
inception plus reasonable repairs and capital improvements. The goal of these
investments is to generate both capital gain income and current income from cash
flow. The Partnership does not invest in real estate mortgages, securities of or
interests in persons primarily engaged in real estate activities, or in other
securities. A presentation of information about industry segments is not
applicable and would not be material to an understanding of the Partnership's
business taken as a whole.

         The General Partner manages and controls all of the affairs of the
Partnership, including deciding when and on what terms properties should be sold
or refinanced.

         As of December 31, 1996 the Partnership has made the real property
investments set forth in the following table:

         Name, type of property                         Date of      Type of
            and location        (a)            Size     Purchase   Ownership(b)
         ----------------------                ----     --------   ------------

         1.  Villas of Patricia Park Apts.   120 units  12/30/81  Mortgage Note
             Urbandale, Iowa

         2.  Candleridge Apartments          138 units  12/30/81  Mortgage Note
             Urbandale, Iowa

         3.  Lunnonhaus Village Apts.        285 units   5/06/82  Mortgage Note
             Golden, Colorado

         4.  Olde English Village Apts.      264 units   8/31/82  Mortgage Note
             West Des Moines, Iowa

         (a)   Reference is made to Schedule III of this annual report.

         (b)   Reference is made to Note 3 of Notes to Financial Statements
               filed with this annual report for the current outstanding
               principal balances and a description of the long-term
               indebtedness secured by the Partnership's real property
               investments;

         The Terms of Transactions between the Partnership and affiliates of the
General Partner are described in Item 11 to which reference is hereby made.

         It is the Partnership's policy to conduct its business activities in
accordance with the Partnership Agreement which may not be changed without a
vote of a majority of the Limited Partnership units outstanding. Pursuant to the
Partnership Agreement, the Partnership may not issue senior securities, make
loans to other persons, invest in the securities of other entities for the
purposes of exercising control, underwrite the securities of others or offer
securities in exchange for property.

               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

         As circumstances dictate, the Partnership has the right under the
Partnership Agreement to borrow money, and to use its investments in real
property as collateral for that debt. The amount of debt for acquisitions was
subject to a maximum of 75% loan to value. Although not required, the General
Partner intends to maintain this limit with any subsequent refinancings. The
Olde English Village Apartments were refinanced on June 30, 1994. No other
refinancings occurred in 1996, 1995, or 1994. There is no limit on the number of
mortgages that may be taken out on any one piece of the Partnership's real
properties.

         The Partnership Agreement provides for the redemption of limited
partnership units under certain circumstances. In 1996, 1995, and 1994 the
Partnership redeemed zero, two and zero units respectively.

         It is the policy of the General Partner to report on a quarterly basis
to the limited partners. Each interim report contains limited financial
reporting with a management discussion of operations and goals for the
Partnership. The annual report contains financial statements that are audited by
independent public accountants, and is accompanied by a management discussion of
operations and goals.

<TABLE>
<CAPTION>
                            AVERAGE EFFECTIVE ANNUAL
                                 RENTAL PER UNIT

                                                                                VILLAS OF
                                                         OLDE ENGLISH           PATRICIA
           CANDLERIDGE            LUNNONHAUS             VILLAGE                PARK              RAINTREE
           APARTMENTS             VILLAGE                APARTMENTS             APARTMENTS        APARTMENTS
           URBANDALE,             APARTMENTS             W.DES MOINES,          URBANDALE,        LITTLE ROCK,
           IOWA                   GOLDEN, CO             IOWA                   IOWA              ARKANSAS
---------- ---------------------- ---------------------- ---------------------- ----------------- -------------------
<S>                      <C>                    <C>                    <C>               <C>                       <C>
1996                     $ 6,494                $ 7,114                $ 6,094           $ 6,095                   *
---------- ---------------------- ---------------------- ---------------------- ----------------- -------------------
1995                       6,605                  6,699                  6,329             6,435                   *
---------- ---------------------- ---------------------- ---------------------- ----------------- -------------------
1994                       6,345                  6,311                  6,094             6,214                   *
---------- ---------------------- ---------------------- ---------------------- ----------------- -------------------
1993                       6,148                  6,054                  5,942             6,005                   *
---------- ---------------------- ---------------------- ---------------------- ----------------- -------------------
1992                       5,988                  5,786                  5,834             5,856             $ 4,197
---------- ---------------------- ---------------------- ---------------------- ----------------- -------------------
</TABLE>

                   * Indicates the Partnership did not own the
                     property at any time during the year.


                                SCHEDULE OF REAL
                                  ESTATE TAXES
<TABLE>
<CAPTION>

                                                                 OLDE ENGLISH          VILLAS OF
                       CANDLERIDGE          LUNNONHAUS           VILLAGE               PATRICIA PARK        RAINTREE
                       APARTMENTS           VILLAGE              APARTMENTS            APARTMENTS           APARTMENTS
                       URBANDALE,           APARTMENTS           WEST DES              URBANDALE,           LITTLE ROCK,
                       IOWA                 GOLDEN, CO           MOINES, IOWA          IOWA                 ARKANSAS
---------------------- -------------------- -------------------- --------------------- -------------------- --------------------
<S>                         <C>                   <C>                  <C>                  <C>                      <C>
                 1996
             TAX RATE          (a)                89.059                 (a)                   (a)                   *
           ASSESSMENT          (a)                $65,983                (a)                   (a)                   *
---------------------- -------------------- -------------------- --------------------- -------------------- --------------------
                 1995
             TAX RATE       33.32970              89.412               33.32970             33.32970                 *
           ASSESSMENT       $143,756              $66,244              $261,864             $121,792                 *
---------------------- -------------------- -------------------- --------------------- -------------------- --------------------
                 1994
             TAX RATE       34.39191               90.98               34.66721             34.39191                 *
           ASSESSMENT       $128,614              $59,799              $242,212             $119,900                 *
---------------------- -------------------- -------------------- --------------------- -------------------- --------------------
                 1993
             TAX RATE       35.11437               90.98               34.98463             35.11437                 *
           ASSESSMENT       $131,314              $59,799              $244,138             $122,420                 *
---------------------- -------------------- -------------------- --------------------- -------------------- --------------------
                 1992
             TAX RATE       34.86661               90.98               34.91742             34.86661              64.234
           ASSESSMENT       $130,388              $91,553              $236,272             $101,398              $59,610
---------------------- -------------------- -------------------- --------------------- -------------------- --------------------
</TABLE>

*   Indicates the Partnership did not own the property at any time during the
    year.

(a) Data not yet available

It is the opinion of the General Partner that the Partnership's properties are
adequately covered by insurance.


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP


Item 2.  Properties

         The Partnership owns the real properties referred to in Item 1 to which
reference is hereby made.

Item 3.  Legal Proceedings

         On September 20, 1995 Everest Investors, LLC ("Everest") filed a
lawsuit in Hennepin County Minnesota's Fourth Judicial District Court against
Investment Associates ("General Partner"), the general partner of Griffin Real
Estate Fund-II, A Limited Partnership ("Partnership"). The lawsuit alleged that
the General Partner had wrongfully denied Everest access to the books and
records of the Partnership. The court granted, in part, Everest's request for
access to the books and records and ordered the General Partner to provide
Everest access to these records. The General Partner complied with this court
order. Everest continued to seek access to additional books and records of the
Partnership beyond the scope of the court order. The General Partner vigorously
defended the Partnership's right to keep its proprietary records from being
reviewed by Everest, who has not been admitted as a limited partner of the
Partnership despite having been assigned a financial interest in 126 units by
some original limited partners. The General Partner filed for a dismissal of the
matter. The court heard arguments on September 29, 1995, October 26, 1995 and
November 17, 1995. On November 27, 1995 the court dismissed Everest's lawsuit.
Everest appealed the dismissal in the Minnesota Court of Appeals on March 12,
1996. Briefs were filed and oral arguments were heard by the court on July 1,
1996. On September 10, 1996 the court affirmed the dismissal.

Item 4.  Submission of Matters to a Vote of Limited Partners

         There were no matters submitted to a vote of the Limited Partners.


                                     PART II

Item 5.  Market for the Partnership's Limited Partnership Interests and Related
         Limited Partner Matters

         There are approximately 707 holders of record of units of the
Partnership. There is no public market for units and it is not anticipated that
a public market for units will develop. The General Partner will not redeem or
repurchase units except upon death of the original limited partner.

         Reference is made to Item 6 in this annual report for a discussion of
cash distributions made to the Limited Partners.


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

Item 6.  Selected Financial Data

               Griffin Real Estate Fund-II, A Limited Partnership
       For the Years Ended December 31, 1996, 1995, 1994, 1993, and 1992

<TABLE>
<CAPTION>
                                           1996            1995                 1994                 1993                 1992
                                           ----            ----                 ----                 ----                 ----

<S>                                 <C>                 <C>                  <C>                  <C>                  <C>
Total Revenues                      $ 5,589,366         $ 5,472,890          $ 5,148,672          $ 4,885,147          $ 4,991,815

Income (loss) before
 extraordinary item(d)                  539,331             324,981              151,515              199,138            (409,243)
Income (loss) before
 extraordinary item
 per limited partner
 unit (c)                                234.49              141.24                65.81                86.50             (177.12)

Extraordinary Item:
 Gain on foreclosure
 of property                                  -                   -                    -                    -              739,559
Extraordinary Item:
 Gain on foreclosure
 of property per
 limited partner
 unit (c)                                     -                   -                    -                    -               320.08
Net Income                              539,331             324,981              151,515              199,138              330,316

Net  Income  per  limited
 partner unit (c)                        234.49              141.24                65.81                86.50               142.96
Total Assets                         14,308,137          14,837,677           15,184,304           15,175,828           15,154,826

Mortgages and
 Contracts for deed                  14,510,958          14,801,452           15,067,907           15,245,768           15,201,883

Cash distributions
 per limited partner
 unit (b)                           $    357.54         $    187.53                    -                    -                    -
</TABLE>


(a)   The above selected financial data should be read in conjunction with the
      financial statements and the related notes appearing in Exhibit 13 in this
      annual report.

(b)   Cash distributions of $1,858 per Limited Partnership unit have been made
      to the Limited Partners since the inception of the Partnership. None of
      these distributions have resulted in taxable income to such Limited
      Partners and have therefore all represented a return of capital under
      generally accepted accounting principals. Each Partner's taxable income
      (or loss) from the Partnership in each year is equal to his allocable
      share of the taxable income (loss) of the Partnership, without regard to
      cash generated or distributed by the Partnership.

(c)   Income (loss) before extraordinary item, extraordinary item, and net
      income (loss) per limited partnership unit is based upon the weighted
      average number of limited partnership units outstanding during the period,
      which is 2,185 for the current year.

(d)  1992 figures reflect the foreclosure of Raintree Apartments on May 1, 1992.



               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

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

RESULTS OF OPERATIONS

         Summary of Operations - 1996 Compared to 1995

         The year 1996 was a good one for the Partnership with consistent income
performances from its properties. This comes despite a decrease in overall
occupancy from 1995. Distributions continued and totaled $300 per unit
(including distributions paid in January 1997) or an annual return of 6%.

         Physical occupancy decreased an average of 2.9% from 97.7% to 94.8%.
Individually, physical occupancy decreased at three of the four properties.
Candleridge Apartments decreased from an average of 97.5% to 95.3%, Olde English
Village decreased from an average of 98.3% to 91.8% and Villas of Patricia Park
Apartments decreased from an average of 95.5% to 92.8%. Physical occupancy of
Lunnonhaus Apartments, however, remained the same at an average of 99.5%.

         Rental rates of the property portfolio increased 4.8%. Individually,
rental rates increased at all properties, with increases ranging from the
smallest increase of 2.6% at Villas of Patricia Park Apartments to the greatest
increase of 7.0% at Lunnonhaus Village Apartments.

         As a result of increased rental rates and other income, the Partnership
was able to overcome the decreases in occupancy and interest income to record an
increase in overall revenue of approximately $116,500.

         Interest expense decreased for two reasons, the first being that three
of the four properties have a fixed interest rate applied to steadily decreasing
principal payments each month. The other reason for the decrease is that the
variable interest rate for the loan on Olde English Village Apartments was lower
in 1996 than in 1995. The rate decreased from 8.8% in 1995 to 8.527%, rose later
in the year to a high of 8.719% and eventually declined again to end the year at
8.628%. This mortgage note is due June 30, 1997 but the Partnership intends to
exercise its option to extend the maturity date.

         Real estate tax expense increased in total by approximately $65,500 due
to increased assessed values despite the slight decline in tax rates for all
properties.

         Administrative expenses dropped about $84,600 and are much closer to
normal after the unusual legal fees incurred in 1995. These fees related to the
tender offer and unsuccessful solicitation of consent by Everest Investors as
discussed in Item 3 in this annual report.

         Despite increases in depreciation and in real estate taxes, the
Partnership was able to reduce overall expenses by approximately $97,900 due to
fewer repairs and maintenance expenditures and due to the decreases in interest
and administrative expenses discussed above. The improvements in revenues and
expenses combined to produce an increase in Net Income of about $214,400.

         During the year, the Partnership invested approximately $501,000 in
physical improvements to the properties. The majority of the funds were spent at
Lunnonhaus Village and Olde English Village. At Lunnonhaus Village most of the
funds were spent on the clubhouse remodeling. At Olde English Village most of
the funds were spent on common areas for floor coverings and paint. All
properties did some landscaping and other smaller projects as well.

         Summary of Operations - 1995 Compared to 1994

         During 1995, the Partnership and its properties turned in another solid
year of performance. As a result of the improved performance of the property
portfolio, the Partnership was able to continue distributions in 1995. Units
held of record for calendar year 1995 received a distribution of $320 per unit
(including distributions paid in January 1996) or an annual return of 6.4%.


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

         Physical occupancy increased an average of .9% from 96.8% to 97.7%.
Individually physical occupancy increased at two of the four properties.
Candleridge Apartments increased from an average of 95% to 97.5% and Olde
English Village Apartments increased from an average of 95.5% to 98.3%.
Lunnonhaus Apartments physical occupancy remained the same at an average of
99.5% for both years. Physical occupancy at Villas of Patricia Park Apartments
declined from an average of 97% to 95.5%.

         Rental rates of the property portfolio increased 4.7%. Individually
rental rates increased at all properties, with increases ranging from the
smallest increase of 3.5% at Villas of Patricia Park Apartments to the greatest
increase of 6.2% at Lunnonhaus Village Apartments.

         As a result of increased rental rates and improved occupancy, plus the
increase in interest and other income, overall revenue increased by
approximately $324,200.

         Interest expense increased as a result of the increased interest rate
on the Olde English Village Apartments mortgage debt. The Olde English Village
loan terms include an adjustable rate of interest which adjusts every three
months based on three month treasury bills. Interest rate increased from 7.8% in
1994 to a high of 9.3% in May of 1995. Interest rates began to decline again in
1995 ending the year at 8.8%. The mortgage debt on the other three properties
have a fixed rate of interest which was the same in both years.

         Real estate tax expense declined in total by approximately $29,400 as a
result of overestimating the real estate tax liability for 1994. Actual assessed
values in 1995 were not increased materially from that of 1994.

         The decline in utilities expense was essentially due to the approximate
$39,000 decline in utility expense at Lunnonhaus Village Apartments. The decline
in utilities was a result of two factors. A milder winter heating season during
the winter of 1994-1995 versus 1993-1994. Also savings resulted from prior
expenditures on energy saving devices in the heating system throughout the
property.

         The approximate $133,000 increase in administrative expenses was
essentially due to the legal fees incurred by the Partnership in connection with
Everest's tender offer and solicitation of consent.

         Despite the overall increase in total expense, the Partnership
increased its Net Income by approximately $173,500.

         During the year, the Partnership invested approximately $597,000 in
physical improvements to the properties. The majority of these expenditures were
made for physical improvements to the Olde English Village Apartments and
Lunnonhaus Village Apartments. At Olde English Village, the exterior renovations
were completed and a major landscaping project was also completed. At Lunnonhaus
Village, the expenditures were incurred for landscaping. At Candleridge and
Villas of Patricia Park Apartments, expenditures were made for improvements to
the garages and landscaping.

         Improved operating results in the last quarter of 1994 allowed the
Partnership to resume distributions to holders of record on December 31, 1994 in
the amount of $62.50 per unit or an annualized return of 5%.


LIQUIDITY

         The Partnership had approximately $1,001,510 of cash reserves on hand
at December 31, 1996. This should provide the Partnership with ample liquidity
with which to operate the properties and provide for capitol improvements to the
property portfolio in the near term and into the future. The Partnership will be
committing approximately $100,000 each to external improvements to Lunnonhaus
Village Apartments, Olde English Village Apartments, and Villas of Patricia Park
Apartments.


               GRIFFIN REAL ESTATE FUND II, A LIMITED PARTNERSHIP

         Although there can be no assurance of continuing cash flow from
property operations, if anticipated cash flow is realized, the Partnership
intends to increase distributions in 1997 to an annual rate of $400 or 8% per
unit.

Although there can be no assurance that a sale will be completed, a purchase
agreement has been signed for the sale of Candleridge and Villas of Patricia
Park Apartments with the anticipated closing date of May 1, 1997. Upon the
successful completion of the sale of these properties, sales proceeds will be
distributed.

<TABLE>
<CAPTION>

                                 OCCUPANCY TABLE

                                      Lunnonhaus        Olde English                                               Raintree
                Candleridge           Village           Village                    Villas of Patricia              Apartments
                Apartments            Apartments        Apartments                 Park Apartments                 Little Rock
                Urbandale, IA         Golden, CO        W. Des Moines, IA          Urbandale, IA                   Arkansas
                -------------         ----------        -----------------          -------------                   --------

<C>  <C>         <C>                   <C>              <C>                         <C>                            <C>
3/31/96          96%                   100%             94%                         96%                            *

6/30/96          95%                   98%              92%                         91%                            *

9/30/96          96%                   100%             94%                         95%                            *

12/31/96         94%                   100%             87%                         89%                            *


3/31/95          95%                   100%             97%                         93%                            *

6/30/95          99%                   99%              99%                         96%                            *

9/30/95          97%                   99%              100%                        98%                            *

12/31/95         99%                   100%             97%                         95%                            *


3/31/94          92%                   100%             93%                         97%                            *

6/30/94          98%                   99%              92%                         95%                            *

9/30/94          96%                   100%             99%                         98%                            *

12/31/94         94%                   99%              98%                         98%                            *


3/31/93          94%                   99%              90%                         95%                            *

6/30/93          99%                   98%              97%                         100%                           *

9/30/93          99%                   99%              97%                         98%                            *

12/31/93         92%                   99%              94%                         94%                            *


3/31/92          97%                   95%              92%                         98%                            89%

6/30/92          93%                   87%              92%                         97%                            *

9/30/92          97%                   94%              98%                         97%                            *

12/31/92         94%                   96%              91%                         95%                            *
</TABLE>

 * Indicates the Partnership did not own the property at the end of the quarter.



               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP


Item 8.  Financial Statements and Supplementary Data

         The Table of Contents to Financial Statements, Financial Statements and
Supplementary Data listed in Item 14 are referenced herein as included in the
exhibits attached to this report and are incorporated herein by reference.


Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         There have been no changes in independent auditors and as of the date
of the filing, there were no material disagreements with the current independent
auditors (Larson, Allen, Weishair & Co.,LLP) regarding any of the following:

         1)     Accounting principles or practices
         2)     Extent and quality of financial statement disclosure
         3)     Auditing scope or procedures

                                    PART III

Item 10. The General Partner of the Partnership

         The General Partner of the Partnership is Investment Associates, a
Minnesota general partnership formed in September of 1980 by certain directors
and officers of Griffin Companies for the sole purpose of acting as General
Partner of the Partnership. As General Partner, Investment Associates manages
and controls the affairs of the Partnership and has general responsibility and
authority in all matters affecting its business.

         Griffin Companies, A Minnesota corporation organized in 1969, is
engaged in real estate brokerage, real estate investment counseling, and
management of commercial and multi-family real estate. Griffin Companies and its
Affiliates have organized and served as general partners in thirty-two privately
placed partnerships and six publicly offered partnerships, which were formed for
the purpose of real estate investment.

         The General Partner and its Affiliates provide executive, supervisory
and certain administrative services for the Partnership's operations and the
General Partner is responsible for determining whether, when and on what terms
properties should be sold or refinanced. In addition, the books and records of
the Partnership are maintained by Griffin Companies, and are subject to audit by
independent certified public accountants. The partners of the General Partner
intend to devote only as much of their time to the business of the Partnership
as they determine to be reasonably required. Limited Partners have no right to
participate in the management of the Partnership.

         Effective December 31, 1994 James R. Wadsworth, one of the partners of
the General Partner, withdrew as a partner. His share of ownership and his share
of future profits and losses were assigned to and split equally between Larry D.
Fransen and Robert S. Dunbar. Mr. Fransen and Mr. Dunbar were already partners
of the General Partner.

         The identity and business experience of each of the partners of the
General Partner is as follows:

         Larry D. Fransen (age 56) founded Griffin Companies in 1969. He is a
Director and senior officer of each of its operating entities, in addition to
serving as Chairman.
         Since 1969, he has acted as general partner in many partnerships
investing in apartments, office buildings, warehouses, land and motels.

Acting on behalf of Griffin Companies' clients, Mr. Fransen has negotiated the
acquisition and disposition of more than one billion dollars in investment real
estate properties nationwide.


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

         He is a member of numerous professional organizations, including the
Greater Minneapolis Area Board of Realtors, the Minnesota Association of
Realtors, the National Association of Realtors (NAR), Minnesota Multi Housing
Association (MHA), National Multi-Housing Council (NMHC), the National Apartment
Association (NAA), Commercial and Investment Institute, National Association of
Real Estate Investment Trusts (NAREIT), and the Pension Real Estate Association
(PREA).

         Mr. Fransen holds the CCIM (Certified Commercial Investment Member)
designation of the Commercial Investment Institute, as well as the SRS
(Specialist in Real Estate Securities) designation. For 13 years, he was an
instructor for the Commercial Investment Institute and served as the group's
national president in 1983. He has been awarded the Omega Tau Rho Medal of
Service for his years of service to the National Association of Realtors.

         Robert S. Dunbar (age 57) is Chief Executive Officer of Griffin
Companies. Following several years with Control Data Corporation where he held
various administrative and management positions, he was named Executive Vice
President of the U.S. Jaycees in 1970, with responsibility for planning,
budgeting and administration of the national organization. In 1972, he joined
Ed. Phillips & Sons Company in Minneapolis, Minnesota as a sales manager. In
1975 he was elected President of Westland Capital Corporation, a Minneapolis
venture capital firm, where he was responsible for analyzing various companies
for potential investment opportunities. He joined Griffin Companies in 1977.

         Mr. Dunbar is a member of the Institute of Real Estate Management
(IREM) and the Minnesota Multi Housing Association (MHA). He holds the Certified
Apartment Manager (CAM) designation of the National Apartment Association and is
a Certified Property Manager (CPM) as designated by the National Association of
Realtors. Mr. Dunbar also holds a Minnesota Real Estate Broker's License and has
completed the necessary course work for their prestigious Certified Commercial
Investment Member (CCIM) designation conferred by the Commercial Investment
Institute. He is a member of the national Multi-Housing Council and The
Executive Committee (T.E.C.). He also serves on the Board of Trustees of
Northwestern College.

         Frederick R. Lamb (age 60) left Griffin Companies during 1982,
returning to a position he had previous to joining Griffin Companies. He became
Senior Vice President and Director of the Griffin Companies in July of 1979. He
began his real estate career in 1965 when he represented the Minneapolis
Institute of Arts in the acquisition of several city blocks, a portion of which
ultimately became the site of the Minneapolis Institute of Arts Building and the
Minneapolis College of Arts and Design.

         In 1968, Mr. Lamb was employed as a sales associate at a Minneapolis,
Minnesota brokerage company. In 1972, Mr. Lamb was promoted to Vice President
and Manager of the Commercial-Investment Division of the company and served in
this capacity until 1976. In 1977, Mr. Lamb became Vice President and Sales
Manager of another Minneapolis, Minnesota brokerage company. In 1978, he became
President of the Commercial Industrial Multiple Listing Service of the Greater
Minneapolis Area Board of Realtors. He has taught commercial investment real
estate courses.

         Mr. Lamb holds the professional designation Certified Commercial
Investment Member (CCIM) of the Realtors National Marketing Institute and is a
member of the Greater Minneapolis Area Board of Realtors, the Minnesota
Association of Realtors and the National Association of Realtors. In 1979, he
was elected to the Board of Directors of the Greater Minneapolis Area Board of
Realtors for a three year term.

         Thomas A. Robeson (age 65) served as a Senior Vice President of Griffin
Companies, which he joined in April 1980, until his departure on February 29,
1988.

         Mr. Robeson's previous business experience includes service in the
Investment Division of a national insurance company, from 1955 to 1957, and from
1957 to 1972, with IBM Corporation, where he held various sales and management
positions.



               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

         Mr. Robeson entered the real estate field in 1972 when he joined a real
estate firm in St. Paul, Minnesota. His responsibilities included brokerage,
management and syndication of various types of real estate. In 1975, Mr. Robeson
joined a Minneapolis investment company where he was involved in the brokerage
of a wide range of commercial, industrial, and investment real estate. In 1978,
he was promoted to Vice President and Manager of the Commercial-Investment
Division of that company. He has experience in the acquisition and disposition
of shopping centers, apartment buildings, commercial office buildings, motels,
net leased industrial warehouse and manufacturing facilities, and industrial,
commercial and residential unimproved property.

         Mr. Robeson holds the professional designation CCIM (Certified
Commercial Investment Member of the Realtors National Marketing Institute). He
is a member of the International Association for Financial Planning and of
several real estate organizations, including the National Association of
Industrial and Office Parks, the Upper Midwest Chapter of the Realtors National
Marketing Institute, the Greater Minneapolis Area Board of Realtors, the
Minnesota Association of Realtors and the National Association of Realtors.

         Messrs. Fransen and Dunbar together own 100% of the issued and
outstanding shares of common stock of Griffin Companies. The partners of the
General Partner represent and warrant that they have a collective personal net
worth on an unaudited cost basis and on an unaudited estimated current value
basis (measured as total assets at estimated current value less all liabilities)
in excess of $1,500,000. The assets of the partners of the General Partner are
largely invested in interests in real property and in Griffin Companies
Therefore, it may be difficult to precisely value such assets or to liquidate
such assets expeditiously or on terms favorable to the seller.

Item 11. Management Remuneration and Transactions

         Partners of the General Partner receive no current or proposed direct
remuneration in such capacity. The Partnership is required to pay a management
fee to Griffin Companies and the General Partner is entitled to receive a share
of cash distributions, when and as cash distributions are made to the Limited
Partners, and a share of profits or losses as described below:

        *      Profits, losses, and cash flow distributions, other than from
               refinancing or from the sale of Partnership properties, are
               allocated 95% to the limited partners and 5% to the general
               partner.

        *      Net proceeds from refinancing or from the sale of property other
               than upon liquidation, less any necessary liability reserves or
               debt payments, will be distributed in the following order subject
               to the general partner receiving at least 1% of the
               distributions:

               **  First, to the limited partners to the extent that prior
                   distributions are less than the original capital contribution
                   plus 6% per annum (as defined in the Partnership Agreement);

               **  Second, any unpaid real estate commissions due to the general
                   partner on the resale of the Partnership properties;

               **  Third, any remaining balance, 80% to the limited partners and
                   20% to the general partner.

        The Partnership is entitled to engage in various transactions involving
affiliates of the General Partner of the Partnership.

        Griffin Companies ("Griffin"), an affiliate of the General Partner, may
be reimbursed for direct expenses relating to the administration of the
Partnership and operation of the Partnership real property investments. Griffin
received approximately $24,064, $20,918 and $12,827 in 1996, 1995, and 1994
respectively, for these expenses.



               GRIFFIN REAL ESTATE FUND II, A LIMITED PARTNERSHIP

        Reference is made to Note 4 of Notes to Financial Statements appearing
elsewhere in this annual report for a description of related party transactions.

Item 12. Limited Partnership Ownership of Certain Beneficial Owners and
         Management

         Everest Investors, LLC, ("Everest") located at 11755 Wilshire
Boulevard, Suite 2360, Los Angeles, California 90025, is the only person or
"group" known by the Partnership to own beneficially more than 5% of the
outstanding units of the Partnership. Everest Investors, LLC has only a
financial interest in their units which were assigned by the original owners of
126 units. Everest has not been admitted as a limited partner of the
Partnership.


                                     Amount and Nature        Percent of Class
                                     of Beneficial            Outstanding at
                Title of Class       Ownership                December 31, 1996
                --------------       -----------------        -----------------

          Limited Partnership Units  126 units, purchased at        5.8%
                                     $2,387.50 per unit

        The individual general partners of the General Partner as a group have
the following interest in the Partnership:

                                       Amount and Nature      Percent of Class
                                       of Beneficial          Outstanding at
                 Title of Class        Ownership              December 31, 1996
                 --------------        -----------------      -----------------

          Limited Partnership Units    26 units purchased at          1.2%
                                       $4,462 per unit

          No partner of the General Partner possesses a right to acquire
beneficial ownership of interest of the Partnership.

          There exists no arrangement, known to the Partnership, the operation
of which may at subsequent date result in a change in control of the
Partnership.

Item 13.  Certain Relationships and Related Transactions

          The partners of Investment Associates, the general partner of the
Partnership, are also owners and employees of Griffin Companies, a Minnesota
corporation. Accounts payable - affiliates consists of unpaid management fees to
and advances from Griffin Companies. The following is a summary of approximate
fees incurred for the years ended December 31:

                                       1996         1995          1994
                                       ----         ----          ----

        Property management fees    $ 302,319    $ 292,361     $ 269,439
        Major improvement
          supervisory fees             73,408       98,705        96,865


                                     PART IV

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         The following documents are filed as part of this report:

               Exhibit 13:  Financial Statements and Schedules.
               Exhibit 27:  Financial Data Schedule

        No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership. An annual report will be sent to the
Partners subsequent to this filing substantially similar to this form 10K.


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP


                                   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.


Dated:  March 25, 1997                          Griffin Real Estate Fund-II,
                                                A Limited Partnership




                                                By:    Larry D. Fransen\s\
                                                       -------------------
                                                       Larry D. Fransen
                                                       for the General Partner
                                                       Investment Associates


Pursuant to the requirements of the Securities and Exchange Act of 1934, this
Report has been signed below by the following person on behalf of the Registrant
and in the capacity and on the date indicated.





Dated:  March 25, 1997                          By:    Larry D. Fransen\s\
                                                       -------------------
                                                       Larry D. Fransen
                                                       Managing General Partner
                                                       of the General Partner
                                                       Investment Associates