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, 1997.   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. [ ]

Form 8-K dated June 12, 1997 is incorporated by reference in this report.

<PAGE>


               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 Partner.........................................   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.............. 5-8

    Item 8    Financial Statements and Supplementary Data................   9

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


PART III
    Item 10   The General Partner of the Partnership.....................9-11

    Item 11   Management Remuneration and Transactions................. 11-12

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

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


PART IV
    Item 14   Exhibits, Financial Statement Schedules
              and Reports on Form 8-K...................................   13


SIGNATURES    ...........................................................  14

<PAGE>


               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, 1997 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.  Lunnonhaus Village Apts.       285 units    5/06/82      Mortgage Note
       Golden, Colorado

   2.  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.

<PAGE>


               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. No
refinancings occurred in 1997, 1996, or 1995. 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 1997, 1996, and 1995 the
Partnership redeemed zero, zero and two 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.

                            AVERAGE EFFECTIVE ANNUAL
                                 RENTAL PER UNIT

                           Lunnonhaus       Olde English         Villas of
            Candleridge     Village           Village          Patricia Park
            Apartments     Apartments        Apartments          Apartments
           Urbandale, IA   Golden, CO     W. Des Moines, IA    Urbandale, IA
---------- ------------- -------------- --------------------- ---------------
1997           $ 6,397        $ 7,453        $ 5,996             $ 5,650
---------- ------------- -------------- --------------------- ---------------
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
---------- ------------- -------------- --------------------- ---------------

                                SCHEDULE OF REAL
                                  ESTATE TAXES

                                Lunnonhaus  Olde English     Villas of
                Candleridge     Village     Village          Patricia Park
                Apartments      Apartments  Apartments       Apartments
                Urbandale, IA   Golden, CO  W.Des Moines, IA Urbandale, IA
--------------- -------------- ------------ ---------------- --------------
 1997 Tax Rate      (a)           89.573          (a)              (a)
    Assessment      (a)          $74,071          (a)              (a)
--------------- -------------- ------------ ---------------- --------------
 1996 Tax Rate     34.07312      89.059         34.07312        34.07312
    Assessment     $151,068      $65,983        $268,332        $127,987
--------------- -------------- ------------ ---------------- --------------
 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
--------------- -------------- ------------ ---------------- --------------

(a) Data not yet available.

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

<PAGE>


               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.

<PAGE>


               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, 1997, 1996, 1995, 1994, and 1993

<TABLE>
<CAPTION>

                                1997               1996               1995            1994             1993
                                ----               ----               ----            ----             ----
<S>                            <C>               <C>               <C>            <C>              <C>
Total Revenues                 $9,542,670        $ 5,589,366       $ 5,472,890    $ 5,148,672      $ 4,885,147
Net Income before
   extraordinary item           5,303,794            539,331           324,981        151,515          199,138
Net Income before
   extraordinary item
   per limited
   partnership unit (c)          2,359.35             234.49            141.24          65.81            86.50

Extraordinary item -
   Loss on extingishment
   of debt                       (142,121)                 -                -              -
Extraordinary item -
   Loss on extingishment
   of debt per limited
   unit (c)                        (63.23)                 -                -              -
Net Income                      5,161,673            539,331           324,981        151,515          199,138

Net Income per limited
   partner unit (c)              2,296.12             234.49            141.24          65.81            86.50

Total Assets                    9,902,298         14,308,137        14,837,677     15,184,304       15,175,828

Mortgages and
   Contracts for deed           9,031,201         14,510,958        14,801,452     15,067,907       15,245,768

Cash distributions
   per limited
   partner unit (b)             $1,660.00        $    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 $3,518 per Limited Partnership unit have been made
        to the Limited Partners since the inception of the Partnership. These
        distributions have not resulted in taxable income to such Limited
        Partners and have therefore represented a return of capital. 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)     Net income before extraordinary item, extraordinary item and Net income
        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.

<PAGE>


               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 - 1997 Compared to 1996


            The year 1997 was a year of transition for the Partnership. The
General Partner began the marketing of the properties for sale, resulting in the
sale of two of the four apartment communities. The remaining two continue to be
marketed for sale. Quarterly distributions from operations for 1997 were
increased to $400 per unit (including distributions paid in January 1998) or an
annual return of 8% of the limited partners' original investment.

            On May 27, 1997 the Partnership sold the Candleridge Apartments and
the Villas of Patricia Park Apartments, therefore comparison of results from one
year to the next is not possible for the Partnership taken as a whole. The
following discussion is therefore limited to the two remaining properties that
were held for the entire year.

Lunnonhaus Village Apartments:

            Physical occupancy remained at or near 100% during 1997 which
compares closely to 1996. Rental rates increased 4.4% and with a slight increase
in other income, total revenues increased 5.0% over 1996.

            Operating expenses in total were up only slightly from 1996.
Utilities increased 10% from $196,662 in 1996 to $216,333 in 1997. However,
there were other expenses that decreased enough to largely offset this. Most
notably, repairs and maintenance dropped 8.2% from $247,579 in 1996 to $228,727
in 1997. The decrease is mainly a result of fewer carpet and appliance
replacements during 1997. Real estate tax expense increased by $10,423 from
$65,871 in 1996 to $76,294 in 1997. Capital expenditures of $167,768 were used
to repair sidewalks, steps, siding, roofs to remodel the clubhouse and to
purchase laundry equipment.

Olde English Village Apartments:

            Physical occupancy rebounded a bit during 1997 from the 87% level as
of December 31, 1996. However, after reaching the low 90's it had slipped back
to 88% by December 31, 1997 due to the soft Des Moines market. Rental rates
increased almost 3%, but with the increases in vacancy and a decrease in other
income, total income dropped 3.6% in 1997.

            Increased tenant turnover caused a commensurate increase in expenses
in the areas of repairs and maintenance and in painting and decorating as the
apartments were made rent ready. Repairs and maintenance increased from $223,822
in 1996 to $317,835 in 1997. Advertising also increased 68% in an attempt to
lease the vacant units. The amount spent rose 68% from $16,011 in 1996 to
$26,907 in 1997.

            Capital expenditures of $203,984 were used to patch and seal the
parking lot, replace concrete, for wood, roof and window replacement, for fence
repairs and restroom remodeling. The lease on the property's truck was also
bought out.

<PAGE>


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

YEAR 2000

            The year 2000 compliance issue concerns the inability of
computerized information systems to accurately calculate, store or use a date
after 1999. This could result in a system failure or miscalculations causing
disruptions of operations. The General Partner is currently evaluating the
accounting software to find out if a Year 2000 problem exists. If the results of
that evaluation show that there is a problem, there will be a conversion to
another software that is widely used in the real estate industry, is readily
available and is Year 2000 compliant. Such a conversion, if necessary, would
occur in 1999. The General Partner's current estimate is that the costs
associated with the Year 2000 issue, and the consequences of incomplete or
untimely resolution of the Year 2000 issue, will not have a material adverse
affect on the results of operations or financial position of the Partnership in
any given year.

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.

<PAGE>


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

            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.

LIQUIDITY

            The Partnership had approximately $628,333 of cash reserves on hand
at December 31, 1997. This should provide the Partnership with ample liquidity
with which to operate the properties and provide for capital improvements to the
property portfolio in the near term and into the future. The Partnership will be
committing approximately $65,000 each to external improvements to Lunnonhaus
Village Apartments and Olde English Village Apartments.

            Although there can be no assurance of continuing cash flow from
property operations, if anticipated cash flow is realized, the Partnership
intends on continuing distributions in 1998 at an annual rate of $400 or 8% per
limited partner unit until another property is sold.

       Candleridge and Villas of Patricia Park Apartments were both sold on May
27, 1997. Sales proceeds of $1,285 per unit were distributed on June 17, 1997 to
unitholders of record on May 27, 1997.

<PAGE>


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP


                                 OCCUPANCY TABLE

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

3/31/97      96%              99%            89%                  84%
6/30/97      *                100%           91%                  *
9/30/97      *                100%           93%                  *
12/31/97     *                100%           88%                  *

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%


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

<PAGE>


               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. Also effective July 22, 1997
Frederick R. Lamb one of the partners of the General Partners, withdrew as a
partner. Their shares of ownership and their shares 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:

<PAGE>


               GRIFFIN REAL ESTATE FUND-II, A LIMITED PARTNERSHIP

Larry D. Fransen (age 57) 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.

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 58) 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.

       Thomas A. Robeson (age 66) 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.

<PAGE>


               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;

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               GRIFFIN REAL ESTATE FUND II, A LIMITED PARTNERSHIP


                    **        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 $23,857, $24,064 and $20,918 in 1997, 1996, and 1995
respectively, for these expenses.

          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, 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, 1997
          --------------           -----------------       -----------------

     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, 1997
          --------------           -----------------       -----------------

     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.

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               GRIFFIN REAL ESTATE FUND-II, A LIMITED 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:

                                          1997         1996          1995
                                          ----         ----          ----

          Property management fees      $259,996     $302,319     $ 292,361
          Major improvement
            supervisory fees              68,502       73,408        98,705




                                     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.

          An 8-K was filed on June 12, 1997 in regards to the sale of the
Candleridge Apartments and Villas of Patricia Park Apartments on May 27, 1997.
Proforma Financial Information was included with this filing.

          No annual report or proxy material for the fiscal year 1997 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.

<PAGE>


               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 30, 1998              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 30, 1998              By:  Larry D. Fransen\s\
                                         Larry D. Fransen
                                         Managing General Partner
                                         of the General Partner
                                         Investment Associates