SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549


                                   Form 10-QSB


( X )          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1996


                                       OR


(   )         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
           For the transition period from             to            .


                         Commission File Number 0-16886

                          Banyan Strategic Land Fund II             
             (Exact name of Registrant as specified in its charter)


                Delaware                                          36-3465422    
(State or other jurisdiction of                                (I.R.S. Employer 
 incorporation or organization)                              Identification No.)


150 South Wacker Drive, Chicago, Illinois                           60606       
(Address of principal executive offices)                          (Zip Code)    


Registrant's telephone number, including area code             (312) 553-9800   



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    .



Shares of common stock outstanding as of November 13, 1996:  9,936,421.

Transitional Small Business Disclosure Format:  YES   .  NO X .


                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                          BANYAN STRATEGIC LAND FUND II
                           CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1996 AND DECEMBER 31, 1995
                                   (UNAUDITED)
                                      1996             1995     
 ASSETS
 Cash and Cash Equivalents        $     72,150     $    549,309 
 Interest Receivable on
   Investments                             ---            3,754 
 Interest Receivable on
   Loans                               101,347           59,470 
 Investment Securities                     ---          626,946 
 Loans Receivable                      945,000          785,000 
 Foreclosed Real Estate
   Held for Sale                    11,211,991       11,700,657 
 Investment in Real Estate
   Venture                           7,164,410        7,122,492 
 Other Assets                          572,385          822,592 
                                  ------------     ------------ 
 Total Assets                     $ 20,067,283     $ 21,670,220 
                                  ============     ============ 
 LIABILITIES AND STOCK-
   HOLDERS' EQUITY
 Liabilities    
 Accounts Payable and
   Accrued Expenses               $    484,673     $    630,500 
 Accrued Real Estate Taxes              43,577             ---  
                                  ------------     ------------ 
 Total Liabilities                $    528,250     $    630,500 
                                  ------------     ------------ 
 Stockholders' Equity
 Shares of Common Stock,
   $0.01 Par Value,
   50,000,000 Authorized,
   19,266,268 Shares                                            
   Issued                          170,927,133      170,927,133 

 Accumulated Deficit              (135,533,893)    (134,033,206)
 Treasury Stock at Cost,
   9,329,847 Shares                (15,854,207)     (15,854,207)
                                  ------------     ------------ 
 Total Stockholders' Equity         19,539,033       21,039,720 
                                  ------------     ------------ 
 Total Liabilities and
   Stockholders' Equity           $ 20,067,283     $ 21,670,220 
                                  ============     ============ 
 Book Value Per Share of
   Common Stock (9,936,421
   Shares Outstanding)            $       1.97     $       2.12 
                                  ============     ============ 

The accompanying notes are an integral part of the consolidated financial
statements.

                          BANYAN STRATEGIC LAND FUND II
                 CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (UNAUDITED)

 INCOME                              1996            1995     

 Interest on Note and 
   Loans Receivable               $    51,050    $     19,871 
 Income on Investments                  2,969         350,946 
                                  -----------    ------------ 
 Total Income                          54,019         370,817 
                                  -----------    ------------ 
 EXPENSES
 Expenses From Property 
   Operating Activities:
   Net (Gain) Loss From
     Disposition of
     Foreclosed Real Estate
     Held for Sale, Net               (31,091)         39,846 
   Net Loss From Operations
     of Foreclosed Real 
     Estate Held for Sale             664,491       1,236,070 
   Net Loss (Income)
     From Operations of
     Real Estate Venture               68,607        (174,972)
                                  -----------    ------------ 

   Total Expenses From 
     Property Operating
     Activities                       702,007       1,100,944 
                                  -----------    ------------ 
 Other Expenses:
   Stockholder Expenses                90,666         183,752 
   Directors' Fees, Expenses
     and Insurance                    149,552         323,416 
   Other Professional Fees            113,803         429,003 
   General and Administrative         500,778         776,028 
   Recovery of Losses on 
     Loans, Notes and 
     Interest Receivable               (2,100)        (23,277)
                                  -----------    ------------ 
   Total Other Expenses               852,699       1,688,922 
                                  -----------    ------------ 
 Total Expenses                     1,554,706       2,789,866 
                                  -----------    ------------ 
 Net Loss                         $(1,500,687)   $ (2,419,049)
                                  ===========    ============ 
 Net Loss Per Share of
   Common Stock (Based on
   the Weighted Average 
   Number of Shares Outstanding
   of 9,936,421 and 15,297,847,
   respectively)                  $     (0.15)   $      (0.16)
                                  ===========    ============ 
   

The accompanying notes are an integral part of the consolidated financial
statements.

                          BANYAN STRATEGIC LAND FUND II
                 CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (UNAUDITED)


 INCOME                                 1996             1995     
 Interest on Note and Loans
   Receivable                        $    20,226     $      8,989 
 Income on Investments                       897          107,567 
                                     -----------     ------------ 
 Total Income                             21,123          116,556 
                                     -----------     ------------ 

 EXPENSES
 Expenses From Property 
   Operating Activities:
   Net Loss From Operations 
     of Foreclosed Real Estate
     Held for Sale                       124,004          322,855 
   Net Loss (Income) From 
     Operations of 
     Real Estate Venture                 (17,424)        (234,905)
                                     -----------     ------------ 

   Total Expenses From Property
     Operating Activities                106,580           87,950 
                                     -----------     ------------ 
 Other Expenses:
   Stockholder Expenses                   10,617           88,451 
   Directors' Fees, Expenses
     and Insurance                        49,931           87,856 
   Other Professional Fees                22,839           62,741 
   General and Administrative            152,579          174,534 

   Recovery of Losses on
     Loans, Notes and
     Interest Receivable                  (2,100)             --- 
                                     -----------     ------------ 
   Total Other Expenses                  233,866          413,582 
                                     -----------     ------------ 
 Total Expenses                          340,446          501,532 
                                     -----------     ------------ 
 Net Loss                            $  (319,323)    $   (384,976)
                                     ===========     ============ 
 Net Loss Per Share of Common
   Stock (Based on the 
   Weighted Average Number of
   Shares Outstanding of
   9,936,421)                        $     (0.03)    $      (0.04)
                                     ===========     ============ 

The accompanying notes are an integral part of the consolidated financial
statements.

<TABLE>
<CAPTION>

                          BANYAN STRATEGIC LAND FUND II
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996
                                   (UNAUDITED)

                                     Common Stock                 Accumulated          Treasury  
                                  Shares       Amount               Deficit             Stock             Total    

<S>                       <C>              <C>                  <C>                   <C>             <C>          
Stockholders'
 Equity,
 December 31,
 1995                      19,266,268       $170,927,133        $(134,033,206)      $(15,854,207)      $21,039,720 



Net Loss                        ---                ---             (1,500,687)              ---         (1,500,687)
                          -----------       ------------         ------------       ------------       ------------


Stockholders'
 Equity,
 September 30,
 1996                      19,266,268       $170,927,133        $(135,533,893)      $(15,854,207)      $19,539,033 
                          ===========       ============         ============       ============       =========== 


<FN>  The accompanying notes are an integral part of the consolidated financial
      statements.

</TABLE>

                          BANYAN STRATEGIC LAND FUND II
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995
                                   (UNAUDITED)



                                   1996             1995    

CASH FLOWS FROM OPERATING
  ACTIVITIES:
NET LOSS                       $ (1,500,687)    $(2,419,049)
Adjustments to Reconcile 
  Net Loss to Net Cash Used 
  In Operating Activities:
  Net (Gain) Loss From 
    Disposition of Real
    Estate Held For 
    Sale, Net                       (31,091)         39,846 
  Recovery of Losses on 
    Loans, Notes and
    Interest Receivable              (2,100)        (23,277)
  Net Loss (Income) From 
    Operations of Real Estate
    Venture                          68,607        (174,972)
    
Net Change In:                                              

  Interest Receivable on                    
    Investments                       3,754          (6,297)
  Interest Receivable on
    Loans Receivable                (41,877)        (21,768)
  Other Assets                      250,207        (448,566)
  Accounts Payable and 
    Accrued Expenses               (145,827)       (335,874)
  Accrued Real Estate Taxes          43,577         (58,638)
                                -----------     ----------- 

Net Cash Used In Operating 
  Activities                     (1,355,437)     (3,448,595)
                                -----------     ----------- 
CASH FLOWS FROM INVESTING 
  ACTIVITIES:
  Purchase of Investment
    Securities                          ---      (2,134,298)
  Proceeds from Sale of 
    Investment Securities           310,007         499,139 
  Principal Payments on 
    Investment Securities           316,939         310,329 
  Proceeds from the Sale 
    of Foreclosed 
    Real Estate Held 
    for Sale                        271,757      21,700,202 

  Recovery of Losses 
    on Loans, Notes and 
    Interest Receivable               2,100          23,277 
  Collection of Loans
    Receivable                       88,000          16,000 
  Forfeited Proceeds from 
    Sales Contracts                   ---            58,086 
  Payment of Liabilities 
    Assumed at Foreclosure 
    of Real Estate Held 
    for Sale                          ---          (405,224)
  Investments in Real Estate 
    Venture                        (110,525)       (127,321)
  Payment to Affiliate                ---          (730,229)
                                -----------      -----------
Net Cash Provided By
  Investing Activities              878,278      19,209,961 
                                -----------      ----------

                                                            

CASH FLOWS FROM FINANCING 
  ACTIVITIES:
  Elimination of Shares
    of Common Stock                    ---          (19,606)
  Acquisition of Treasury 
    Shares                             ---      (15,826,570)
                                -----------     ----------- 
Net Cash Used In Financing
  Activities                           ---      (15,846,176)
                                -----------     ----------- 
Net Decrease in Cash and
  Cash Equivalents                 (477,159)        (84,810)


Cash and Cash Equivalents at
  Beginning of Period               549,309         290,366 
                                -----------     ----------- 
Cash and Cash Equivalents at
  End of Period                 $    72,150     $   205,556 
                                ===========     =========== 


The accompanying notes are an integral part of the consolidated financial
statements.

                          BANYAN STRATEGIC LAND FUND II
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 1996
                                   (UNAUDITED)


      Readers of this quarterly report should refer to Banyan Strategic Land
Fund II's (the "Fund's") audited consolidated financial statements for the year
ended December 31, 1995, which are included in the Fund's 1995 Annual Report and
Form 10-KSB for the year ended December 31, 1995, as certain footnote
disclosures which would substantially duplicate those contained in such audited
statements have been omitted from this report.

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      PRINCIPLES OF CONSOLIDATION

      The accompanying consolidated financial statements include the accounts of
the Fund and its wholly-owned subsidiaries and consolidated venture which hold
title to the Fund's properties.  All intercompany balances and transactions have
been eliminated in consolidation.  The Fund's 47% interest in the H Street
Assemblage is accounted for on the equity method as an investment in real estate
joint venture.

      FINANCIAL STATEMENT PRESENTATION

      Certain reclassifications have been made to the previously reported 1995
consolidated financial statements in order to provide comparability with the
1996 consolidated financial statements.  These reclassifications have not
changed the 1995 results.  In the opinion of management, all adjustments
necessary for a fair presentation have been made to the accompanying
consolidated financial statements as of September 30, 1996 and for the nine and
three months ended September 30, 1996 and 1995.  

2.    FORECLOSED REAL ESTATE HELD FOR SALE AND LOANS RECEIVABLE

      RANCHO MALIBU

      Rancho Malibu is a 274-acre parcel of undeveloped land north of Malibu,
California.  On July 1, 1992, a joint venture (the "Venture") between the Fund
and Banyan Mortgage Investment Fund ("BMIF") acquired title to the property
pursuant to a deed in lieu of foreclosure agreement.  The Fund owns a 98.6%
general partner interest in the Venture while BMIF owns the remaining 1.4%
interest as a limited partner.  The Venture's results are consolidated in the
accompanying financial statements.

      From the acquisition date, the Venture has engaged in zoning and
entitlement activities which have been opposed by the City of Malibu and various
citizen groups.  The city initiated two separate legal actions intended to
preclude the issuance of a Coastal Development Permit, the most recent of which
has been decided in favor of the Venture and as to which the City of Malibu
appealed.  On December 5, 1995, the Court of Appeals of the State of California
decided this appeal in favor of the Venture and on January 4, 1996 a petition
for rehearing was denied.

      Concurrent with the aforementioned appeal, the Venture pursued
entitlements before the Board of Supervisors for the County of Los Angeles.  In
August 1995, the Los Angeles County Regional Planning Commission, by a 3 to 2
vote, approved a revised plan to develop a fifty-one unit housing community on
the Rancho Malibu property.  The Los Angeles County Regional Planning
Commission's approval was appealed to the Los Angeles County Board of
Supervisors.  On May 7, 1996, the Los Angeles County Board of Supervisors
approved a compromise project to create forty-six single family lots.  These
approvals are specified in Los Angeles County CUP No. 91-315(3), Oak Tree Permit
No.  91-315(3) and Tentative Tract No. 46277 (revised), approved May 7, 1996. 
On June 17, 1996, a neighboring homeowners association filed an action 
entitled La Chusa Highlands Property Owners Association, Inc.  v. Los
Angeles County, et al., Los Angeles County Superior Court Case No. BS039789 (the
"La Chusa Litigation"), challenging the aforesaid approvals.  The Venture is
named as a real party in interest.  If the plaintiff prevails in the La Chusa
litigation, the prior County approval of the tentative map and permits will be
set aside and the matter remanded back to the County Board of Supervisors for
further action consistent with the Court's decision.

      The County and Venture filed answers denying the substance of the
allegations made by the plaintiffs.  On September 30, 1996, the parties attended
a court-supervised settlement conference which did not result in a settlement. 
On October 23, 1996, the parties, through their attorneys appeared before the
court for a status conference on the settlement meetings held in the case.   The
court took no action in response to the plaintiff's request to file a motion for
sanctions against the real parties in interest predicated upon the plaintiff's
assertion that the real parties in interest were not attempting in good faith to
negotiate a settlement.  The matter is currently set for trial on January 27,
1997.  

      In another action, the Venture challenged the General Plan and the
Environmental Impact Report associated with it adopted by the City of Malibu on
Nov. 20, 1995 in a lawsuit entitled BMIF/BSLFII Rancho Malibu Limited
Partnership v. City of Malibu, Los Angeles County Superior Court Case No.
SS006374.  On July 31, 1996, the Venture and the City of Malibu executed and
delivered a settlement agreement which, among other things, resulted in a
dismissal of the lawsuit challenging the city's General Plan and which precludes
the city from challenging the Venture's entitlements before any public body (in
the absence of a significant requested change).  The city is also precluded by
the settlement agreement from participating in the La Chusa Litigation.

      During the nine months ended September 30, 1996, the Venture expended
approximately $608,000 on Rancho Malibu relating to entitlement activities,
holding costs and litigation.  These costs, treated as capital contributions to
the Venture by the Fund, were included in total expenses from property operating
activities on the Fund's consolidated statements of income and expenses.  As of
September 30, 1996 and December 31, 1995, the Fund's carrying value of the
property is $9,961,991.

      LAKE ROGERS

      On February 15, 1996, the Fund sold the remaining 11 single family home
lots in the Lake Rogers development to a unaffiliated third party for
approximately $165,400.  After prorations for closing costs of approximately
$19,400, the Fund received net proceeds of approximately $146,000 and recognized
a loss of approximately $77,300 which was reflected in the consolidated
statements of income and expenses for the year ended December 31, 1995.  The
Fund recognized no gain or loss on the sale of the Lake Rogers property for the
nine months ended September 30, 1996.  The Fund had obtained ownership of the
Lake Rogers property pursuant to a deed in lieu of foreclosure settlement on its
Westholme loans.

    HEMET PHASE III

      Hemet Phase III is an approximately 19-acre land parcel zoned for the
development of 75 single family home lots located in Hemet, California.  On
April 18, 1996, the Fund sold its interest in the Hemet Phase III property to an
unaffiliated third party (the "Purchaser") in exchange for cash of approximately
$125,000 and a $248,000 collateralized promissory note (the "Note").  After
prorations for closing costs of approximately $14,700, the Fund recognized a
gain on disposition of approximately $31,100.  The Note bears interest at a
fixed rate of 10% per annum and requires monthly payments of interest.  Upon the
sale of each lot by the Purchaser, the Purchaser is required to apply such
payments to the Purchaser's indebtedness to the Fund -first to any fees due,
second to accrued and unpaid interest and finally to the outstanding principal. 
Final payment of any accrued and unpaid interest and the outstanding principal
balance of the Note is due and payable upon its maturity date of 
April 18, 1997.  The Fund obtained ownership of the Hemet Phase III 
property pursuant to a deed in lieu of foreclosure settlement 
on its Westholme loans.  During the quarter ended 
September 30, 1996, the Fund received principal and interest payments of
$88,000 and $9,173, respectively, on the Note.

3.    TRANSACTIONS WITH AFFILIATES

      Administrative costs, primarily salaries and general and administrative
expenses, are incurred on the Fund's behalf by Banyan Management Corp. ("BMC")
and are reimbursed at cost by the Fund.  These costs are allocated to the Fund
and other entities to which BMC provides administrative services based upon the
actual number of hours spent by BMC personnel on matters related to that
particular entity in relation to total BMC personnel hours.  The Fund's
allocable share of costs for the nine months ended September 30, 1996 and 1995
aggregated $246,546 and $467,909, respectively.  As one of its administrative
services, BMC serves as the paying agent for general and administrative costs of
the Fund.  As part of providing this payment service, BMC maintains a bank
account on behalf of the Fund.  As of September 30, 1996, the Fund had a net
payable due to BMC of $800.  The net payable is included in accounts payable and
accrued expenses in the Fund's Consolidated Balance Sheet.

4.    RECOVERY OF LOSSES ON LOANS, NOTES AND INTEREST RECEIVABLE

      On July 5, 1996, the Fund received a cash distribution of $2,100 in
respect of its interest in a liquidating trust established for the benefit of
the unsecured creditors (including the Fund) of VMS Realty Partners and its
affiliates.  The Fund has treated the $2,100 as a recovery of amounts previously
charged to losses on mortgage loans, notes and interest receivable on its
consolidated statement of income and expense for the nine months ended September
30, 1996.  During 1995, the Fund received a cash distribution of $23,277 in
respect of its interest in the aforementioned liquidating trust and has treated
it as a recovery of losses on mortgage loans, notes and interest receivable on
its consolidated statement of income and expenses for the nine months ended
September 30, 1995.

5.    SUBSEQUENT EVENT

      On October 4, 1996, the H Street Venture and the United States General
Services Administration ("GSA") entered into an agreement whereby GSA agreed to
purchase approximately 3,500 square feet of the Venture's land for a purchase
price of $1,680,000.  GSA has also agreed to pay the Venture $150,000 in
consideration of the Venture's expenses in connection with this transaction. 
The agreement is subject to certain contingencies including the Venture
obtaining appropriate approvals from various government agencies for the 
modifications necessary to the existing approved design for the proposed
building on the Venture's remaining property that will be required as a result
of this sale.  In the event the aforesaid approvals are not obtained, the
Venture is not obligated to complete the sale to GSA.  The closing is scheduled
to take place no later than March 15, 1997.

      The Lindfield Tract A property is a land parcel which consists of  13
acres and is zoned tourist-commercial within a multi-use planned unit
development, located in Kissimmee (near Orlando), Florida.   On October 15,
1996, the Fund sold its interest in the Lindfield Tract A property to an
unaffiliated third party for a sales price of $700,000.  Pursuant to the sale,
the Fund received cash proceeds of $372,000, net of prorations and closing costs
of approximately $78,000, and a $250,000 secured purchase money mortgage note
(the "Note").  The Fund will recognize a book gain on disposition of
approximately $37,100.  The Note bears interest at a fixed rate of 8% per annum,
and requires quarterly payments of interest.  Final payment of accrued interest
and outstanding principal balance of the Note is due and payable upon its
maturity of October 15, 1997.  The Fund's carrying value of this property as of
September 30, 1996 was $600,000.  The Fund had obtained ownership of the
Lindfield Tract A property pursuant to a deed in lieu of foreclosure settlement
on its Westholme loans.

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN
            OF OPERATION

GENERAL

      The Fund was originally established to invest primarily in short-term,
junior, predevelopment and construction mortgage loans.  The borrowers
subsequently defaulted on these mortgage loan obligations, adversely affecting
the Fund.  The Fund has ceased funding mortgage loans except where necessary to
protect the value of its assets acquired through foreclosure or otherwise.  In
1990, the Fund implemented a plan designed to preserve its assets and manage its
properties acquired through foreclosure or otherwise until they would be
disposed of in an orderly manner.  In addition, in 1990 the Fund suspended
distributions to stockholders due to its modest cash position and the
uncertainty regarding its remaining assets and future cash requirements.  The
Fund continues to focus on preserving and maximizing the value of its assets,
including managing and/or improving development rights held on such properties.

      The Fund currently holds an ownership interest in a 274 acre land parcel
located in Southern California known as the Rancho Malibu property as well as
other small parcels of land located in Florida and California.  In addition, the
Fund acquired a 47% partnership interest in the H Street Venture which holds
title to an approximately 55,900 square foot office building and an adjacent
land parcel containing 17,000 square feet located in Washington D.C.  The Fund's
current loan portfolio consists of the Northholme Partners and Hemet III and IV
loans.  

      Some of the statements contained in this quarterly report are forward
looking and actual results may differ materially from those stated.  In addition
to the factors discussed, among the other factors that may affect liquidity and
capital resources as well as results of operations are:  (i) the Fund's ability,
in respect of its interest in the H Street Venture, to sell the property to a
real estate developer or user that would develop the property for end use as an
office building; (ii) the Fund's ability to favorably resolve the La Chusa
Litigation which impacts the Rancho Malibu property; and (iii) the Fund's
ability to control its property level and Fund level operating expenses.

LIQUIDITY AND CAPITAL RESOURCES

      Cash and cash equivalents consist of cash and short-term investments.  The
Fund's cash and cash equivalents balance at September 30, 1996 and December 31,
1995 was $72,150 and $549,309, respectively.  In addition, at December 31, 1995
the Fund owned investment securities in the amount of $626,946.  The decrease in
total cash, cash equivalents and investment securities of approximately
$1,104,000 is primarily due to the payment of approximately $608,000 related to
entitlement, litigation and holding costs associated with the Rancho Malibu
property and the payment of the Fund's property operating and other expenses of
approximately $853,000.  Partially offsetting these decreases was the receipt of
interest income of approximately $54,000, net proceeds totalling approximately
$272,000 resulting from the sales of the Lake Rogers and Hemet III properties
during 1996, a principal payment of $88,000 relating to the Hemet Phase III
promissory note, and a $2,100 recovery of losses on loans, notes and interest
receivable relating to the VMS liquidating trust.  See Results of Operations
below for further details.

      The Fund's future liquidity needs are expected to be funded from cash
proceeds from the sale or any potential third party joint development of its
properties, collection of principal and interest on the Fund's loans receivable
and interest earned on the Fund's short-term investments.  
On October 15, 1996, the Fund sold its interest in the 
Lindfield Tract A property to an unaffiliated third party 
in exchange for cash proceeds of approximately $372,000 and 
a $250,000 secured purchase money mortgage note.  The Fund's cash
resources, cash proceeds from the sale of the Lindfield Tract A property, as
well as cash anticipated to be generated from the sale of its various smaller
land parcels located in Florida and California which had collateralized the
Fund's loans, is anticipated to provide adequate liquidity to meet the Fund's
operating expenses plus the holding costs and operating expenses for the
upcoming year consistent with the Fund's business plan for the H Street
Assemblage, Rancho Malibu property and other various land parcels acquired
through foreclosure.  In the event the Fund is unable to sell its various real
estate assets, the Fund will be required to seek additional sources of liquidity
to meet its operational needs.

      On July 5, 1996, the Fund received a cash distribution of $2,100 in
respect of its interest in a liquidating trust established for the benefit of
the unsecured creditors (including the Fund) of VMS Realty Partners and its
affiliates.  The Fund has treated the $2,100 as a recovery of amounts previously
charged to losses on mortgage loans, notes and interest receivable on its
consolidated statement of income and expenses for the nine months ended
September 30, 1996.  During 1995, the Fund received a cash distribution of
$23,277 in respect of its interest in the aforementioned liquidating trust and
has treated it as a recovery of losses on mortgage loans, notes and interest
receivable on its consolidated statement of income and expenses for the nine
months ended September 30, 1995.

      As of September 30, 1996 and December 31, 1995, the Fund's mortgage loan
portfolio consisted of three and two loans, respectively, with carrying values
totaling $945,000 and $785,000, respectively.   During the quarter ended
September 30, 1996, the Fund received principal and interest payments on the
Hemet Phase III promissory note totalling $97,173.  For the nine months ended
September 30, 1996 and 1995, the Fund accrued interest on these loans totalling
approximately $41,900 and $19,700, respectively.

RESULTS OF OPERATIONS

      Total income for the nine months ended September 30, 1996 decreased to
$54,019 from $370,817 for the nine months ended September 30, 1995.  This
decrease is due primarily to a decrease in income on investments.  Income on
investments decreased due to a decrease in cash available for investment.

      Total expenses for the nine months ended September 30, 1996 decreased to
$1,554,706 from $2,789,866 for the nine months ended September 30, 1995.  This
decrease of approximately $1,235,000 for the nine months ended September 30,
1996 when compared to the prior year's period is due primarily to decreases of
approximately $399,000 in total expenses from property operating activities and
approximately $836,000 in total other expenses.  The decrease in total property
operating expenses is primarily due to a decrease in net loss from operations of
foreclosed real estate held for sale.  The decrease in the net loss from
operations of foreclosed real estate held for sale  during the nine months ended
September 30, 1996 as compared to the same period in 1995 is due to a reduction
in legal and entitlement costs relating to the Rancho Malibu property subsequent
to the approval of the project by the Los Angeles County Board of Supervisors as
discussed below.  Further contributing to the decrease in total expenses from
property operating expenses is a net gain from disposition of foreclosed real
estate held for sale of $31,091 for the nine months ended September 30, 1996 as
compared to a net loss from disposition of foreclosed real estate held for sale
of ($39,846) for the same period in 1995.  See below for further details 
regarding the disposition of the Fund's various property interests during 1996. 
Partially offsetting these decreases in total property operating expenses is an
increase in net loss from operations of real estate venture relating to the
Fund's interest in the H Street property.  See discussion below for further
details regarding the operating results of the H Street property.  The decrease
in total other expenses is due primarily to decreases in stockholder expenses,
directors fees, expenses and insurance, other professional fees and general and
administration expenses.  Stockholder expenses decreased for the nine months
ended September 30, 1996 as compared to the same period in 1995 due to the non-
recurring costs paid in 1995 associated with the Fund's tender offer. 
Director's fees, expenses and insurance decreased due to a decrease in the
premium for insurance coverage of approximately $146,000 and a decrease in
director's fees and other compensation of approximately $21,000 as a result of a
decrease in the number of meetings held and the number of directors on the
Fund's Board.  Other professional fees decreased because the legal costs
incurred in 1995 relating to the Key Biscayne litigation and the Fund's tender
offer were nonrecurring.  The decrease in general and administrative expenses
was due primarily to a decrease in expenses of Banyan Management Corp. ("BMC")
which were allocated to the Fund based on the amount of hours spent by BMC
personnel on Fund related matters.  The decrease in the hours required to be
spent by BMC personnel on Fund matters in 1996 is a result of the completion of
the Key Biscayne Settlement, the tender offer in 1995 and a reduction in hours
in 1996 associated with the Rancho Malibu litigation and entitlement 
activities. 

      The above discussed changes resulted in a decrease in the net loss for the
nine months ended September 30, 1996 to $1,500,687 ($0.15 per share) from
$2,419,049 ($0.16 per share) for the nine months ended September 30, 1995.  On
May 5, 1995, the Fund commenced a tender offer which resulted in the purchase by
the Fund of 9,309,747 shares of common stock.  As a result, the net loss for the
nine months ended September 30, 1996 is based on the weighted average number of
shares of 9,936,421 as compared to 15,297,847 weighted average shares for the
same period in 1995.

      Total income for the three months ended September 30, 1996 decreased to
$21,123 from $116,556 for the three months ended September 30, 1995.  This
decrease is due primarily to a decrease in income on investments.  Income on
investments decreased due to a decrease in cash available for investment.

      Total expenses for the three months ended September 30, 1996 decreased to
$340,446 from $501,532 for the three months ended September 30, 1995.  This
decrease of approximately $161,000 for the three months ended September 30, 1996
when compared to the prior year's period is due primarily to a decrease of
approximately $180,000 in total other expenses offset partially by an increase
of approximately $19,000 in total expenses from property operating activities. 
The increase in total property operating expenses is due to a decrease in net
income from operations of real estate venture of approximately $218,000 offset
partially by a decrease in net loss from operations of foreclosed real estate
held for sale of approximately $199,000.  See below for further details
regarding the decrease in net income from operations of real estate venture. 
The decrease in net loss from operations of foreclosed real estate held for sale
during the three months ended September 30, 1996 as compared to the same period
in 1995 is due to a reduction in legal and entitlement costs relating to the
Rancho Malibu property subsequent to the approval of the project by the Los
Angeles County Board of Supervisors as discussed below.   The decrease in total
other expenses is due primarily to decreases in stockholder expenses, directors
fees, expenses and insurance, other professional fees and general and
administration expenses.  Stockholder expenses decreased for the three months
ended September 30, 1996 as compared to the same period in 1995 due to the
nonrecurring costs paid in 1995 associated with the Fund's tender offer. 
Director's fees, expenses and insurance decreased due to a decrease in the
premium for insurance coverage of approximately $36,000.  Other professional
fees decreased because the legal costs incurred in 1995 relating to the Key
Biscayne litigation and the Fund's tender offer were nonrecurring.  The decrease
in general and administrative expenses was due primarily to a decrease in
expenses of BMC which were allocated to the Fund as described above.

      During the nine months ended September 30, 1996 and 1995, the Fund
recorded a net loss of $68,607 and net income of $174,972, respectively, from
the operations of the H Street Venture.  During the three months ended 
September 30, 1996 and 1995, the Fund recorded net income of $17,424 
and $234,905, respectively, from the operations of the H Street Venture.  
Net loss from operations of real estate venture includes the Fund's 
47% interest in the real estate venture known as the H Street Venture.  
The H Street Venture owns an approximately 55,900 square foot 
office building (the "Victor Building") and an
adjacent land parcel consisting of 17,000 square feet (the "H Street
Assemblage") located in Washington, D.C.  During the nine months ended 
September 30, 1996 and 1995, the Venture recorded a reduction in 
real estate tax expense of approximately $200,000 and $459,000, 
respectively, for real estate tax refunds, and interest 
thereon, relating to 1992, 1993 and 1994 tax years.  In
addition, real estate tax expense increased by approximately $159,000 for the
nine months ended September 30, 1996 as compared to the same period in 1995
resulting from a property reassessment during 1996 of the H Street Assemblage. 
The Venture is currently appealing this reassessment.  The H Street Venture is
currently marketing the H Street Assemblage for sale and will continue to try to
find ways to limit holding costs at the H Street Assemblage while attempting to
sell the property. 

      The above discussed changes resulted in a decrease in the net loss for 
the three months ended September 30, 1996 to $319,323 ($0.03 per share) from
$384,976 ($0.04 per share) for the three months ended September 30, 1995.

      On a quarterly basis, management reviews the mortgage loans in the Fund's
portfolio and records appropriate loss provisions.  The provisions are based
upon a number of factors, including analysis of the value of the collateral and,
in certain cases, ongoing negotiations regarding disposition of this collateral,
as well as consideration of the general business conditions affecting the Fund's
portfolio.  Management also reviews the investment properties held by the Fund
on a quarterly basis and, when it has been determined that a permanent
impairment in the value of a given property has occurred, the carrying value of
the property is then written down to its fair market value.  Management has
determined that no reductions are necessary for the nine months ended September
30, 1996.

      Rancho Malibu is a 274-acre parcel of undeveloped land north of Malibu,
California.  On July 1, 1992, a joint venture (the "Venture") between the Fund
and Banyan Mortgage Investment Fund ("BMIF") acquired title to the property
pursuant to a deed in lieu of foreclosure agreement.  The Fund owns a 98.6%
general partner interest in the Venture while BMIF owns the remaining 1.4%
interest as a limited partner.

      From the acquisition date, the Venture has engaged in zoning and
entitlement activities which have been opposed by the City of Malibu and various

citizen groups.  The city initiated two separate legal actions intended to
preclude the issuance of a Coastal Development Permit, the most recent of which
has been decided in favor of the Venture and as to which the
City of Malibu appealed.  On December 5, 1995, the Court of Appeals of the State
of California decided this appeal in favor of the Venture and on January 4, 1996
a petition for rehearing was denied. 

      Concurrent with the aforementioned appeal, the Venture pursued
entitlements before the Board of Supervisors for the County of Los Angeles.  In
August 1995, the Los Angeles County Regional Planning Commission, by a 3 to 2
vote, approved a revised plan to develop a fifty-one unit housing community on
the Rancho Malibu property.  The Los Angeles County Regional Planning
Commission's approval was appealed to the Los Angeles County Board of
Supervisors.  On May 7, 1996, the Los Angeles County Board of Supervisors
approved a compromise project to create forty-six single family lots.  These
approvals are specified in Los Angeles County CUP No. 91-315(3), Oak Tree Permit
No.  91-315(3) and Tentative Tract No. 46277 (revised), approved May 7, 1996. 
On June 17, 1996, a neighboring homeowners association filed an action entitled
La Chusa Highlands Property Owners Association, Inc.  v. Los Angeles County, et
al., Los Angeles County Superior Court Case No. BS039789 (the "La Chusa
Litigation"), challenging the aforesaid approvals.  The Venture is named as a
real party in interest.  If the plaintiff prevails in the La Chusa litigation,
the prior County approval of the tentative map and permits will be set aside and
the matter remanded back to the County Board of Supervisors for further action
consistent with the Court's decision.

      The County and Venture filed answers denying the substance of the
allegations made by the plaintiffs.  On September 30, 1996, the parties attended
a court-supervised settlement conference which did not result in a settlement. 
On October 23, 1996, the parties, through their attorneys appeared before the
court for a status conference on the settlement meetings held in the case.   The
court took no action in response to the plaintiff's request to file a motion for
sanctions against the real parties in interest predicated upon the plaintiff's
assertion that the real parties in interest were not attempting in good faith to
negotiate a settlement.  The matter is currently set for trial on January 27,
1997.

      In another action, the Venture challenged the General Plan and the
Environmental Impact Report associated with it adopted by the City of Malibu on
Nov. 20, 1995 in a lawsuit entitled BMIF/BSLFII Rancho Malibu Limited
Partnership v. City of Malibu, Los Angeles County Superior Court Case No.
SS006374.  On July 31, 1996, the Venture and the City of Malibu executed and
delivered a settlement agreement which, among other things, resulted in a
dismissal of the lawsuit challenging the city's General Plan and which precludes
the city from challenging the Venture's entitlements before any public body (in
the absence of a significant requested change).  The city is also precluded by
the settlement agreement from participating in the La Chusa Litigation.

      During the nine months ended September 30, 1996, the Venture expended
approximately $608,000 on Rancho Malibu relating to entitlement activities,
holding costs and litigation.  These costs, treated as capital contributions to
the Venture by the Fund, were included in total expenses from property operating
activities on the Fund's consolidated statements of income and expenses.  As of
September 30, 1996 and December 31, 1995, the Fund's carrying value of the
property is $9,961,991.

      On February 15, 1996, the Fund sold the remaining 11 single family home
lots in the Lake Rogers development to an unaffiliated third party for
approximately $165,400.  After prorations for closing costs of approximately
$19,400, the Fund received net proceeds of approximately $146,000 and recognized
a loss of approximately $77,300 which was reflected in the
consolidated statements of income and expenses for the year ended December 31,
1995.  The Fund recognized no gain or loss on the sale of the Lake Rogers
property for the nine months ended September 30, 1996.  The Fund had obtained
ownership of the Lake Rogers property pursuant to a deed in lieu of foreclosure
settlement on its Westholme loans.  

      Hemet Phase III is an approximately 19-acre land parcel zoned for the
development of 75 single family home lots located in Hemet, California.  On
April 18, 1996, the Fund sold its interest in the Hemet Phase III property to an
unaffiliated third party (the "Purchaser") in exchange for cash of approximately
$125,000 and a $248,000 collateralized promissory note (the "Note").  After
prorations for closing costs of approximately $14,700, the Fund recognized a
gain on disposition of approximately $31,100.  The Note bears interest at a
fixed rate of 10% per annum and requires monthly payments of interest.  Upon the
sale of each lot by the Purchaser, the Purchaser is required to apply such
payments to the Purchaser's indebtedness to the Fund -first to any fees due,
second to accrued and unpaid interest and finally to the outstanding principal. 
Final payment of any accrued and unpaid interest and the outstanding principal
balance of the Note is due and payable upon its maturity date of 
April 18, 1997. The Fund obtained ownership of the Hemet 
Phase III property pursuant to a deed in lieu of foreclosure 
settlement on its Westholme loans.  During the quarter
ended September 30, 1996, the Fund received principal and interest payments of
$88,000 and $9,173, respectively, on the Note.

                           PART II - OTHER INFORMATION

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K

(a)   The following exhibits are incorporated by reference from the Fund's
      Annual Report on Form 10-K for the year ended December 31, 1995:

      Exhibit Number          Description

              (10)            Material Contracts

                              (i)  Second Amendment of Leonard G. Levine's
                              Employment Contract dated December 31, 1992

                              (ii)  First Amendment to Second Amended and
                              Restated Employment Agreement for Leonard G.
                              Levine dated December 31, 1992

                              (iii)  Directors Stock Option Agreement dated July
                              15, 1994

                              (iv)  Executive Stock Option Agreements dated July
                              1, 1994 and July 11, 1995

              (21)            Subsidiaries of the Fund

      The following exhibits are incorporated by reference from the Registrant's
      Registration Statement on Form S-11 (file number 33-13585), referencing
      the exhibit number used in such Registration Statement.

      Exhibit Number          Description

              (3)(a)    Certificate of Incorporation

              (3)(b)    By-Laws

(b)   No Reports on Form 8-K were filed during the quarter ended 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.

BANYAN STRATEGIC LAND FUND II



By:   /s/ Leonard G. Levine                             Date:  November 13, 1996
      Leonard G. Levine, President




By:   /s/ Joel L. Teglia                                Date:  November 13, 1996
      Joel L. Teglia, Vice President and
      Chief Financial Officer