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 March 31, 1997


                                    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             
              (Name of Small Business Issuer 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)    


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



Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for
such shorter period that the Issuer 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 May 14, 1997:  9,936,421.

Transitional Small Business Disclosure Format:  YES   .  NO X .



<PAGE>


<TABLE>
                                         PART I - FINANCIAL INFORMATION

Item 1.  Financial Statements

                                          BANYAN STRATEGIC LAND FUND II
                                           CONSOLIDATED BALANCE SHEETS
                                      MARCH 31, 1997 AND DECEMBER 31, 1996
                                                   (UNAUDITED)
<CAPTION>
                                                                                 MARCH 31,      DECEMBER 31,
                                                                                   1997            1996     
                                                                               -------------   ------------ 
<S>                                                                           <C>             <C>           
ASSETS
Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . .       $    666,428   $    145,335 
Interest Receivable on  Loans . . . . . . . . . . . . . . . . . . . . . .            133,515        118,821 
Loans Receivable  . . . . . . . . . . . . . . . . . . . . . . . . . . . .          1,035,000      1,035,000 
Foreclosed Real Estate Held for Sale, Net . . . . . . . . . . . . . . . .         10,611,991     10,611,991 
Investment in Real Estate Venture . . . . . . . . . . . . . . . . . . . .          3,543,268      4,300,865 
Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            605,157        551,868 
                                                                                ------------   ------------ 
Total Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .       $ 16,595,359   $ 16,763,880 
                                                                                ============   ============ 
LIABILITIES AND STOCKHOLDERS' EQUITY 
Liabilities
Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . . .       $    456,249   $    266,903 
Accrued Real Estate Taxes . . . . . . . . . . . . . . . . . . . . . . . .             52,142         32,715 
                                                                                ------------   ------------ 
Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .            508,391        299,618 
                                                                                ------------   ------------ 
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 . . . . . . . . . . . . . . . . . . . . . . . . . . .       (138,985,958)  (138,608,664)
Treasury Stock at Cost, 9,329,847 Shares. . . . . . . . . . . . . . . . .        (15,854,207)   (15,854,207)
                                                                                ------------   ------------ 
Total Stockholders' Equity. . . . . . . . . . . . . . . . . . . . . . . .         16,086,968     16,464,262 
                                                                                ------------   ------------ 
Total Liabilities and Stockholders' Equity. . . . . . . . . . . . . . . .       $ 16,595,359   $ 16,763,880 
                                                                                ============   ============ 
Book Value Per Share of Common Stock (9,936,421
  Shares Outstanding) . . . . . . . . . . . . . . . . . . . . . . . . . .       $       1.62   $       1.66 
                                                                                ============   ============ 



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


<PAGE>


<TABLE>
                                          BANYAN STRATEGIC LAND FUND II
                                 CONSOLIDATED STATEMENTS OF INCOME AND EXPENSES
                               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                                   (UNAUDITED)
<CAPTION>
                                                                                   1997            1996     
                                                                               -------------   ------------ 
<S>                                                                           <C>             <C>           

INCOME
Interest on Note and Loans Receivable . . . . . . . . . . . . . . . . . .          $  19,694      $  12,469 
Income on Investments . . . . . . . . . . . . . . . . . . . . . . . . . .                444          1,481 
                                                                                   ---------      --------- 
Total Income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .             20,138         13,950 
                                                                                   ---------      --------- 
EXPENSES
Expenses From Property Operating Activities:
  Net Loss From Operations of Foreclosed Real 
    Estate Held for Sale. . . . . . . . . . . . . . . . . . . . . . . . .            134,758        349,683 
  Net (Income) Loss From Operations of
    Real Estate Venture . . . . . . . . . . . . . . . . . . . . . . . . .            (26,925)        33,971 
                                                                                   ---------      --------- 
  Total Expenses From Property Operating
    Activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            107,833        383,654 
                                                                                   ---------      --------- 
Other Expenses:
  Stockholder Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .             16,179         20,522 
  Directors' Fees, Expenses and Insurance . . . . . . . . . . . . . . . .             54,580         51,269 
  Other Professional Fees . . . . . . . . . . . . . . . . . . . . . . . .            104,794         45,561 
  General and Administrative. . . . . . . . . . . . . . . . . . . . . . .            114,046        153,571 
                                                                                   ---------      --------- 
  Total Other Expenses. . . . . . . . . . . . . . . . . . . . . . . . . .            289,599        270,923 
                                                                                   ---------      --------- 
Total Expenses. . . . . . . . . . . . . . . . . . . . . . . . . . . . .              397,432        654,577 
                                                                                   ---------      --------- 
Net Loss. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $(377,294)     $(640,627)
                                                                                   =========      ========= 
Net Loss Per Share of Common Stock (Based on the
  Weighted Average Number of Shares Outstanding
  of 9,936,421) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .          $   (0.04)     $   (0.06)
                                                                                   =========      ========= 






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


<PAGE>


<TABLE>

                                          BANYAN STRATEGIC LAND FUND II
                                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                    FOR THE THREE MONTHS ENDED MARCH 31, 1997
                                                   (UNAUDITED)

<CAPTION>

                                                            
                                       Common Stock         
                               ----------------------------      Accumulated        Treasury                  
                                 Shares           Amount           Deficit           Stock           Total    
                               -----------      -----------      -----------      -----------     ----------- 
<S>                           <C>              <C>              <C>              <C>             <C>          

Stockholders' Equity, 
 December 31, 1996. . . .       19,266,268     $170,927,133    $(138,608,664)    $(15,854,207)    $16,464,262 

Net Loss. . . . . . . . .            --               --            (377,294)           --           (377,294)
                               -----------     ------------    -------------     ------------     ----------- 

Stockholders' Equity,
 March 31, 1997 . . . . .       19,266,268     $170,927,133    $(138,985,958)    $(15,854,207)    $16,086,968 
                               ===========     ============    =============     ============     =========== 























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


<PAGE>


<TABLE>
                                          BANYAN STRATEGIC LAND FUND II
                                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                               FOR THE THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                                   (UNAUDITED)

<CAPTION>
                                                                                     1997           1996    
                                                                                  ----------     ---------- 
<S>                                                                              <C>            <C>         

CASH FLOWS FROM OPERATING ACTIVITIES:
NET LOSS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .         $ (377,294)    $ (640,627)
Adjustments to Reconcile Net Loss to Net Cash Used 
 In Operating Activities:
  Net (Income) Loss From Operations of Real Estate Venture. . . . . . . .            (26,925)        33,971 
Net Change In:
  Interest Receivable on Investments. . . . . . . . . . . . . . . . . . .              --             3,754 
  Interest Receivable on Loans Receivable . . . . . . . . . . . . . . . .            (14,694)       (12,470)
  Other Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .            (53,289)       (36,748)
  Accounts Payable and Accrued Expenses . . . . . . . . . . . . . . . . .            189,346       (288,917)
  Accrued Real Estate Taxes . . . . . . . . . . . . . . . . . . . . . . .             19,427         33,228 
                                                                                  ----------     ---------- 
Net Cash Used In Operating Activities . . . . . . . . . . . . . . . . . .           (263,429)      (907,809)
                                                                                  ----------     ---------- 
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from Sale of Investment Securities . . . . . . . . . . . . . .              --           310,007 
  Principal Payments on Investment Securities . . . . . . . . . . . . . .              --           316,939 
  Proceeds from the Sale of Investment in 
    Real Estate Venture . . . . . . . . . . . . . . . . . . . . . . . . .            858,767          --    
  Proceeds from the Sale of Foreclosed 
    Real Estate Held for Sale . . . . . . . . . . . . . . . . . . . . . .              --           146,232 
  Investments in Real Estate Venture. . . . . . . . . . . . . . . . . . .            (74,245)      (127,676)
                                                                                  ----------     ---------- 
Net Cash Provided By Investing Activities . . . . . . . . . . . . . . . .            784,522        645,502 
                                                                                  ----------     ---------- 
Net Increase (Decrease) in Cash and Cash Equivalents. . . . . . . . . . .            521,093       (262,307)

Cash and Cash Equivalents at Beginning of Period. . . . . . . . . . . . .            145,335        549,309 
                                                                                  ----------     ---------- 
Cash and Cash Equivalents at End of Period. . . . . . . . . . . . . . . .         $  666,428     $  287,002 
                                                                                  ==========     ========== 






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


<PAGE>


                       BANYAN STRATEGIC LAND FUND II
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                              MARCH 31, 1997
                                (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, 1996, which are included in the Fund's 1996 Annual
Report and Form 10-KSB for the year ended December 31, 1996, 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
ventures which hold title to the Fund's properties.  In April 1996, the
Fund acquired 100% of the outstanding shares of BMC Banden Corp.  The
assets and liabilities of this wholly-owned subsidiary have not been
consolidated as they have been accorded no value.  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.

     EARNINGS PER SHARE

     In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997.  At that time, the Fund will be required to change the
method currently used to compute earnings per share and to restate all
prior periods.  Under the new requirements for calculating primary earnings
per share, the dilutive effect of stock options will be excluded.  The Fund
has not yet determined what the impact of Statement 128 will be on the
calculation of fully diluted earnings per share.

2.   FORECLOSED REAL ESTATE HELD FOR SALE 

     LINDFIELD TRACT D

     The Lindfield Tract D property is an 8.5-acre parcel of land zoned for
commercial use within a multi-use planned unit development, located in
Kissimmee, Florida.  As of March 31, 1997, the Fund's current carrying
value for this property is $650,000.  On December 20, 1996, the Fund
entered into an agreement to sell the Lindfield Tract D property to an
unaffiliated third party for a purchase price of $675,000.  The closing is
scheduled to take place no later than June 30, 1997.

     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 Legend Properties, Inc. (f/k/a Banyan Mortgage
Investment Fund) ("Legend") 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 Legend holds 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, both of
which were ultimately resolved in favor of the Venture.



<PAGE>


     Concurrent with the aforementioned litigation, the Venture pursued
entitlements before the Board of Supervisors for the County of Los Angeles.

In September 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 14, 1996, the Los Angeles County Board of
Supervisors approved a compromise project (the "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 14, 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 Fund, Legend and
the Venture are named as real parties in interest.

     The La Chusa Litigation was tried before a Court on January 27, 1997. 
On February 5, 1997, the Court issued its ruling, granting the Petitioner's
Writ and remanding the matter to the County Board of Supervisors for
further action on three separate grounds:  (i) the Supervisors' analyses
and findings relating to the consistency of the Projects' cul de sacs and
streets within certain County of Los Angeles Code provisions restricting
the length of cul de sacs to 1,000 feet were deemed inadequate; (2) a
proposed deed restriction requiring the Venture to "diligently seek"
approval for a second living unit on five of the forty-six lots was held to
be too abstract to comply with the low income housing requirement of state
law and (3) the Court found that the County acted improperly when it
approved the Project in January of 1996 and later approved a Supplemental
Environmental Impact Report ("SEIR") in May of 1996.

     The Court's order specifically rejected challenges to the Project's
entitlements predicated on:  (i) the adequacy of the Supervisors' analyses
of the environmental impacts of the Project under the SEIR; (ii) the
consistency of the Project with the County General Plan; (iii) the approval
of a sewage treatment plant and (iv) the density of the Project under the
Hillside Management Ordinance.

     The Court entered a final judgment in the La Chusa Litigation on March
25, 1997.  The Venture filed a notice of appeal of this judgment on April
25, 1997 and also intends to seek further action by the Supervisors to
address the three issues specified by the Court in order to reinstate the
entitlements set aside by the Court.

     On April 29, 1997, counsel for La Chusa Highlands Property Owners
Association, Inc. presented a petition for an award of attorney's fees in
connection with the Court's judgment of March 25, 1997.  The Court heard
argument on the petition and on April 30, 1997 awarded the petitioner's
counsel the sum of $126,711 in attorney's fees and related costs.  An
appeal of this order will be incorporated into the Fund's appeal of the
March 25, 1997 judgment discussed above.

     In an earlier action, the Venture challenged the General Plan and the
Environmental Impact Report 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.



<PAGE>


     During the three months ended March 31, 1997, the Venture expended
approximately $134,000 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 March 31, 1997 and December 31, 1996, the
Fund's carrying value of the property is $9,961,991.

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 three
months ended March 31, 1997 and 1996 aggregated $52,218 and $91,101,
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.  At March 31, 1997, the Fund had a net receivable due from BMC of
$37,194.  The net receivable is included in other assets in the Fund's
Consolidated Balance Sheet.

4.   DISPOSITION OF INVESTMENT IN REAL ESTATE VENTURE

     On October 22, 1990, the Fund acquired title to the property known as
the H Street Assemblage located in Washington, D.C. pursuant to an
agreement with Banyan Strategic Realty Trust ("BSRT").  On June 5, 1992,
the Fund and BSRT formed a joint venture (the "Venture") to pursue its
development rights.  The Fund has a 47% interest in the Venture while BSRT
owns the remaining 53%.  This property consists of 36,100 square feet of
undeveloped land in downtown Washington, D.C. plus an approximately 55,900
square foot office building.  The entire property is zoned for office
development.

     On March 20, 1997, the Venture sold approximately 3,500 square feet of
the Venture's land to the United States General Services Administration on
behalf of the United States of America ("GSA") for a purchase price of
$1,680,000.  GSA also paid the Venture $150,000 as a reimbursement of
expenses that the Venture incurred in anticipation of this transaction. 
The Venture received net sales proceeds of approximately $1,827,000 of
which approximately $859,000 is the Fund's share.  The Fund recognized no
gain or loss on the sale.  The Venture has obtained all approvals from
various governmental agencies for the modifications necessary to the
existing approved design for the proposed building on the Venture's
remaining property that had been necessitated by this sale.

     On March 27, 1997, the Venture entered into a sales contract with an
unaffiliated third party to sell the H Street Assemblage.  Pursuant to the
agreement, the Venture has agreed to sell the building and land remaining
after the GSA sale for $9,000,000.  The purchaser is currently engaging in
due diligence which must be concluded by May 27, 1997.  The closing is
scheduled to take place no later than July 25, 1997.

5.   LITIGATION

     On June 16, 1994, Coastal Group, Inc. brought an action against
Westholme Partners, (an entity in which the Fund has a limited partnership
interest), Bank of America (f/k/a Continental Bank, N.A.) ("CINB"), BMC
Westholme Corp., (a wholly owned subsidiary of the Fund); the Anden Group
("Anden"), William A. Brandt, Jr. and Kent Kneblekamp in the New Jersey
Superior Court, Middlesex County.  The case was subsequently removed to the
United States District Court for the District of New Jersey and assigned
case # 94-3010.  The case involves a real estate development project
located in New Jersey known as "Winding River."



<PAGE>


     BMC Westholme Corp. was served with Summons and Complaint in June of
1994, but was not actively involved in the various motions and other
procedural matters which extended for approximately thirty months.  On
February 10, 1997, BMC Westholme Corp. filed its Answer and began to take a
more active role in the case.

     The plaintiff's complaint has been substantially reduced by favorable
rulings, entered October 3, 1996, on various motions to dismiss whereby ten
of plaintiff's sixteen counts were dismissed and another count was limited
in scope.  The complaint now alleges breach of contract, unjust enrichment,
breach of the implied covenant of good faith and fair dealing, fraudulent
transfer and also seeks relief under a theory of promissory estoppel and
requests the creation of a constructive trust for the benefit of plaintiff.

     The case arises from a failed development and a subsequent foreclosure
filed by defendant CINB.  The plaintiff contends, among other things, that
CINB and BMC Westholme conspired with Anden to deprive the plaintiff of its
interest in the Winding River project, damaging plaintiff's reputation as a
homebuilder and causing it to lose business opportunities.  The amount in
controversy exceeds $6 million, although the Fund believes that if there is
any liability to the plaintiffs in this matter, it rests with defendants
other than BMC Westholme Corp. The case remains in the discovery phase. 
Numerous depositions were taken during April of 1997 and a series of
depositions is presently scheduled throughout May, 1997.

     The ultimate outcome of this matter cannot be determined at this time,
however, in the opinion of management of the Fund, the eventual outcome of
this matter will not have a material adverse effect on the financial
position of the Fund.  The financial statements do not include any
adjustments for liability, if any, arising from this matter.

6.   SUBSEQUENT EVENT

     The Fund executed and delivered an Exchange Agreement dated as of
April 30, 1997 (the "Agreement") among the Fund, Equis Exchange L.L.C., a
Massachusetts limited liability company ("Equis"), Equis Financial Group
("EFG") and certain partnerships affiliated with EFG.  Pursuant to the
Agreement, the Fund issued to Equis 1,987,000 shares of the Fund's common
stock at the price of $1.50 per share.  In addition, Equis made a three-
year loan (the "Loan") to the Fund in the amount of $4.4 million.  These
transactions are expected to provide capital to assist the Fund in a new
growth-oriented business plan, which includes the development of the Fund's
Rancho Malibu property.

     The Loan was initially disbursed into a segregated account, the
proceeds of which will not be immediately available to the Fund.  The
interest rate on the Loan will be equal to the interest rate earned on the
proceeds of the Loan so long as they remain in the segregated account.  If
the shareholder consent (discussed below) is obtained, the loan will be
disbursed to the Fund, the interest rate will change to 10 percent per
annum, the term will be fixed at three years and mandatory principal
reductions will be required, if and to the extent net proceeds are received
from the sale or refinancing of the Rancho Malibu property.  If the consent
is not obtained, the Loan will be accelerated and repaid by liquidating the
segregated account.

     The Agreement further provides that the Fund will solicit its
shareholders for  proxies in connection with proposed changes in the Fund's
Articles of Incorporation and By-laws.  Among the changes requested will
be:  (i)  the election of a new Board of Directors nominated by EFG for
terms of up to three (3) years and an increase in size of the Board to as
many as nine members, provided a majority of the Board shall consist of
members independent of the Fund, EFG or any affiliate; (ii) an amendment
extending the Fund's life to perpetual and changing its name; (iii) an
amendment designed to restrict or deter, to the extent legally permissible,
the acquisition of more than 4.9 percent of the common stock of the Fund by


<PAGE>


any person in such a manner as would cause such person to become a 5
percent shareholder within the meaning of Section 382 (g) of the Internal
Revenue Code; and (iv) any other amendment reasonably requested by EFG.  If
the aforesaid consent of the shareholders is obtained by October 31, 1997,
the Fund intends to declare a one-time cash distribution to its
shareholders of $0.20 per share.

     In addition, the Agreement provides that the Administrative Services
Agreement between the Fund and Banyan Management Corp, ("BMC") will be
amended to provide, among other things, for the immediate payment to BMC of
the termination fee required  thereby  in the amount of $251,823 and the
transfer to BMC's designee of the Fund's ownership interest in BMC.  The
Agreement also provides for a new Administrative Services Agreement between
the Fund and an affiliate of EFG.

     As a result of these transactions, Mr. Gary D. Engle, a principal of
EFG, has been added to the Fund's Board of Directors and Mr. James A.
Coyne, also a principal of EFG, has been named Chief Operating Officer of
the Fund.




<PAGE>


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.  As a result of these defaults, the Fund suspended the
making of new loans, except for advances of additional funds under
circumstances in which it is deemed necessary to preserve the value of
existing collateral, including instances where the Fund has foreclosed upon
or taken title, directly or indirectly, to the collateral.  The Fund also
suspended distributions to stockholders.  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.  On February 25, 1997, the Directors of the Fund authorized
management to engage an investment banking firm for purposes of evaluating
strategic alternatives for maximizing shareholder value.  The Fund executed
and delivered an Exchange Agreement dated as of April 30, 1997 (the
"Agreement") among the Fund, Equis Exchange L.L.C., a Massachusetts limited
liability company ("Equis"), Equis Financial Group ("EFG") and certain
partnerships affiliated with EFG.  Pursuant to the Agreement, the Fund
issued to Equis 1,987,000 shares of the Fund's common stock at the price of
$1.50 per share.  In addition, Equis made a three-year loan to the Fund in
the amount of $4.4 million.  These transactions are expected to provide
capital to assist the Fund in a new growth-oriented business plan, which
includes the development of the Fund's Rancho Malibu property.

     Certain statements in this quarterly report that are not historical
fact constitute "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995.  Discussions containing
forward-looking statements may be found in this section.  Without limiting
the foregoing, words such as "anticipates", "expects", "intends", "plans"
and similar expressions are intended to identify forward-looking
statements.  These statements are subject to a number of risks and
uncertainties including the Fund's ability to successfully dispose of its
assets that are currently pending sale pursuant to the existing agreements
and the Fund's ability to favorably resolve the litigations (discussed
below).  Actual results could differ materially from those projected in the
forward-looking statements.  The Fund undertakes no obligation to update
these forward-looking statements to reflect future events or circumstances.

     The Fund currently holds an ownership interest in a 274-acre land
parcel located in Southern California known as the Rancho Malibu property
and an 8.5-acre parcel of land located in Kissimmee, Florida.  In addition,
the Fund owns 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 36,100 square feet located in Washington
D.C.  The Fund's current loan portfolio consists of the Northholme
Partners, Hemet IV and Lindfield Tract A loans.

LIQUIDITY AND CAPITAL RESOURCES

     Cash and cash equivalents consist of cash and short-term investments. 
The Fund's cash and cash equivalents balance at March 31, 1997 and December
31, 1996 was $666,428 and $145,335, respectively.  This increase in total
cash and cash equivalents of $521,093 is a result of $784,522 cash
generated through investing activities, offset against $263,429 cash used
for operating activities.

     Cash Flow From Operating Activities:  Net cash used in operating
activities decreased by approximately $645,000 for the three months ended
March 31, 1997 to approximately $263,000 from approximately $908,000 for
the same period in 1996.  This decrease is a result of a decrease in net
operating loss due to a reduction in legal and entitlement costs relating
to the Rancho Malibu property.



<PAGE>


     Cash Flow From Investing Activities:  For the three months ended March
31, 1997, net cash provided by investing activities was approximately
$785,000  compared to approximately $646,000 for the same period in 1996. 
This increase of approximately $139,000 is due primarily to proceeds from
the sale of investment in real estate venture of approximately $859,000
during the three months ended March 31, 1997 compared to approximately
$146,000 of proceeds received from the disposition of Westholme assets
during the same period in 1996.  In addition, the 1996 amount reflects
proceeds from sale of investment securities of approximately $310,000 and
principal payments on investment securities of approximately $317,000.

     On March 20, 1997, the H Street Venture sold approximately 3,500
square feet of the H Street Venture's land to the United States General
Services Administration on behalf of the United States of America ("GSA")
for a purchase price of $1,680,000.  GSA also paid the H Street Venture
$150,000 as a reimbursement of expenses that the H Street Venture incurred
in anticipation of this transaction.  The H Street Venture received net
sales proceeds of approximately $1,827,000, of which approximately $859,000
is the Fund's share.  The Fund recognized no gain or loss on this sale. 
The H Street Venture has obtained all required approvals from various
governmental agencies for the modifications necessary to the existing
approved design for the proposed building on the H Street Venture's
remaining property that had been necessitated by this sale.

     Cash Flow From Financing Activities:  The Fund executed and delivered
an Exchange Agreement dated as of April 30, 1997 (the "Agreement") among
the Fund, Equis Exchange L.L.C., a Massachusetts limited liability company
("Equis"), Equis Financial Group ("EFG") and certain partnerships
affiliated with EFG.  Pursuant to the Agreement, the Fund issued to Equis
1,987,000 shares of the Fund's common stock at the price of $1.50 per
share.  In addition, Equis made a three-year loan to the Fund in the amount
of $4.4 million.  These transactions are expected to provide capital to
assist the Fund in a new growth-oriented business plan, which includes the
development of the Fund's Rancho Malibu property.

     The Loan was initially disbursed into a segregated account, the
proceeds of which will not be immediately available to the Fund.  The
interest rate on the Loan will be equal to the interest rate earned on the
proceeds of the Loan so long as they remain in the segregated account.  If
the shareholder consent (discussed below) is obtained, the loan will be
disbursed to the Fund, the interest rate will change to 10 percent per
annum, the term will be fixed at three years and mandatory principal
reductions will be required, if and to the extent net proceeds are received
from the sale or refinancing of the Rancho Malibu property.  If the consent
is not obtained, the Loan will be accelerated and repaid by liquidating the
segregated account.

     The Agreement further provides that the Fund will solicit its
shareholders for proxies in connection with proposed changes in the Fund's
Articles of Incorporation and By-laws.  Among the changes requested will
be:  (i)  the election of a new Board of Directors nominated by EFG for
terms of up to three (3) years and an increase in size of the Board to as
many as nine members, provided a majority of the Board shall consist of
members independent of the Fund, EFG or any affiliate; (ii) an amendment
extending the Fund's life to perpetual and changing its name; (iii) an
amendment designed to restrict or deter, to the extent legally permissible,
the acquisition of more than 4.9 percent of the common stock of the Fund by
any person in such a manner as would cause such person to become a 5
percent shareholder within the meaning of Section 382 (g) of the Internal
Revenue Code; and (iv) any other amendment reasonably requested by EFG.  If
the aforesaid consent of the shareholders is obtained by October 31, 1997,
the Fund intends to declare a one-time cash distribution to its
shareholders of $0.20 per share.



<PAGE>


     In addition, the Agreement provides that the Administrative Services
Agreement between the Fund and Banyan Management Corp, ("BMC") will be
amended to provide, among other things, for the immediate payment to BMC of
the termination fee required  thereby  in the amount of $251,823 and the
transfer to BMC's designee of the Fund's ownership interest in BMC.  The
Agreement also provides for a new Administrative Services Agreement between
the Fund and an affiliate of EFG.

     As a result of these transactions, Mr. Gary D. Engle, a principal of
EFG, has been added to the Fund's Board of Directors and Mr. James A.
Coyne, also a principal of EFG, has been named Chief Operating Officer of
the Fund.

     The Fund's future liquidity needs are dependent upon, among other
things:  (i) the Fund's ability to successfully dispose of its assets that
are currently pending sale pursuant to the existing agreements; (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.

     In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, Earnings per Share, which is required to be adopted on
December 31, 1997.  At that time, the Fund will be required to change the
method currently used to compute earnings per share and to restate all
prior periods.  Under the new requirements for calculating primary earnings
per share, the dilutive effect of stock options will be excluded.  The Fund
has not yet determined what the impact of Statement 128 will be on the
calculation of fully diluted earnings per share.

     As of March 31, 1997 and December 31, 1996, the Fund's mortgage loan
portfolio consisted of three loans, respectively, with a carrying value
totaling $1,035,000.  During the quarter ended March 31, 1997, the Fund
received an interest payment of $5,000 on the Lindfield Tract A purchase
money mortgage note.  For the three months ended March 31, 1997 and 1996,
the Fund accrued interest on these loans totalling approximately $18,900
and $12,500, respectively.

RESULTS OF OPERATIONS

     Total income for the three months ended March 31, 1997 increased to
$20,138 from $13,950 for the three months ended March 31, 1996.  This
increase is due primarily to an increase in interest earned on loans
attributable to an increase in loans receivable.

     Total expenses for the three months ended March 31, 1997 decreased to
$397,432 from $654,577 for the three months ended March 31, 1996.  This
decrease of $257,145 for the three months ended March 31, 1997 when
compared to the same period in 1996 is due primarily to a decrease of
$275,821 in total expenses from property operating activities offset by an
increase of $18,676 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 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 net
income of $26,925 from operations of real estate venture relating  to the
Fund's interest in the H Street property for the three months ended March
31, 1997 as compared to a net loss from operations of real estate venture
of $(33,971) for the same period in 1996.  See discussion below for further
details regarding the operating results of the H Street property.  The
increase in total other expenses is due primarily to an increase in other
professional fees offset by a decrease in general and administrative
expenses.  Other professional fees increased due primarily to legal costs
related to the Westholme litigation as discussed below and costs incurred


<PAGE>


to engage an investment banking firm for purposes of evaluating strategic
alternatives for maximizing shareholder value.  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. 

     During the three months ended March 31, 1997 and 1996, the Fund
recorded net income of $26,925 from the operations of a real estate venture
as compared to a net loss of $(33,971), when compared to the same period in
1996.  This net income (loss) includes the Fund's 47% interest in the H
Street Venture.  The H Street Venture owns an office building approximately
55,900 square feet of gross leasable area (the "Victor Building") and an
adjacent land parcel consisting of 36,100 square feet (the "H Street
Assemblage") located in Washington, D.C.   On March 20, 1997, the H Street
Venture sold approximately 3,500 square feet of the H Street Venture's land
to the United States General Services Administration on behalf of the
United States of America ("GSA") for a purchase price of $1,680,000.  GSA
also paid the H Street Venture $150,000 as a reimbursement of expenses that
the H Street Venture incurred in anticipation of this transaction.  The H
Street Venture received net sales proceeds of approximately $1,827,000, of
which approximately $859,000 is the Fund's share.  The Fund recognized no
gain or loss on this sale.  The H Street Venture has obtained all required
approvals from various governmental agencies for the modifications
necessary to the existing approved design for the proposed building on the
H Street Venture's remaining property that had been necessitated by this
sale.  On March 27, 1997, the H Street Venture entered into a sales
contract with an unaffiliated third party to purchase the H Street
Assemblage.  Pursuant to the agreement, the H Street Venture has agreed to
sell the building and land remaining after the GSA sale for $9,000,000
subject to a due diligence period of 60 days for the buyer.  The closing is
scheduled to take place no later than July 25, 1997.

     The above discussed changes resulted in a decrease in the net loss for
the three months ended March 31, 1997 to $377,294 ($0.04 per share) from
$640,627 ($0.06 per share) for the three months ended March 31, 1996.

     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 management's analyses 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 three months ended March 31, 1997.

     The Lindfield Tract D property is an 8.5-acre parcel of land zoned for
commercial use within a multi-use planned unit development, located in
Kissimmee, Florida.  As of March 31, 1997, the Fund's current carrying
value for this property is $650,000.  On December 20, 1996, the Fund
entered into an agreement to sell the Lindfield Tract D property to an
unaffiliated third party for a purchase price of $675,000.  The closing is
scheduled to take place no later than June 30, 1997.

LITIGATION

     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 Legend Properties, Inc. (f/k/a Banyan Mortgage
Investment Fund) ("Legend") 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 Legend holds the remaining 1.4%
interest as a limited partner.



<PAGE>


     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, both of
which were ultimately resolved in favor of the Venture.

     Concurrent with the aforementioned litigation, the Venture pursued
entitlements before the Board of Supervisors for the County of Los Angeles.

In September 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 14, 1996, the Los Angeles County Board of
Supervisors approved a compromise project (the "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 14, 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 Fund, Legend and
the Venture are named as real parties in interest.

     The La Chusa Litigation was tried before a Court on January 27, 1997. 
On February 5, 1997, the Court issued its ruling, granting the Petitioner's
Writ and remanding the matter to the County Board of Supervisors for
further action on three separate grounds:  (i) the Supervisors' analyses
and findings relating to the consistency of the Projects' cul de sacs and
streets within certain County of Los Angeles Code provisions restricting
the length of cul de sacs to 1,000 feet were deemed inadequate; (2) a
proposed deed restriction requiring the Venture to "diligently seek"
approval for a second living unit on five of the forty-six lots was held to
be too abstract to comply with the low income housing requirement of state
law and (3) the Court found that the County acted improperly when it
approved the Project in January of 1996 and later approved a Supplemental
Environmental Impact Report ("SEIR") in May of 1996.

     The Court's order specifically rejected challenges to the entitlements
predicated on: (i) the adequacy of the Supervisors' analyses of the
environmental impacts of the Project under the SEIR; (ii) the consistency
of the Project with the County General Plan; (iii) the approval of a sewage
treatment plant and (iv) the density of the Project under the Hillside
Management Ordinance.

     The Court entered a final judgment in the La Chusa Litigation on March
25, 1997.  The Venture filed a notice of appeal of this judgment on April
25, 1997 and also intends to seek further action by the Supervisors to
address the three issues specified by the Court in order to reinstate the
entitlements set aside by the Court.

     On April 29, 1997, counsel for La Chusa Highlands Property Owners
Association, Inc. presented a petition for an award of attorney's fees in
connection with the Court's judgment of March 25, 1997.  The Court heard
argument on the petition and on April 30, 1997 awarded the petitioner's
counsel the sum of $126,711 in attorney's fees and related costs.  An
appeal of this order will be incorporated into the Fund's appeal of the
March 25, 1997 judgment discussed above.

     In an earlier action, the Venture challenged the General Plan and the
Environmental Impact Report 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.


<PAGE>


     During the quarter ended March 31, 1997, the Venture expended
approximately $134,000 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 March 31, 1997 and December 31, 1996, the
Fund's carrying value of the property is $9,961,991.

     On June 16, 1994, Coastal Group, Inc. brought an action against
Westholme Partners, (an entity in which the Fund has a limited partnership
interest), Bank of America (f/k/a Continental Bank, N.A.) ("CINB"), BMC
Westholme Corp., (a wholly owned subsidiary of the Fund); the Anden Group
("Anden"), William A. Brandt, Jr. and Kent Kneblekamp in the New Jersey
Superior Court, Middlesex County.  The case was subsequently removed to the
United States District Court for the District of New Jersey and assigned
case # 94-3010.  The case involves a real estate development project
located in New Jersey known as "Winding River."

     BMC Westholme Corp. was served with Summons and Complaint in June of
1994, but was not actively involved in the various motions and other
procedural matters which extended for approximately thirty months.  On
February 10, 1997, BMC Westholme Corp. filed its Answer and began to take a
more active role in the case.

     The plaintiff's complaint has been substantially reduced by favorable
rulings, entered October 3, 1996, on various motions to dismiss whereby ten
of plaintiff's sixteen counts were dismissed and another count was limited
in scope.  The complaint now alleges breach of contract, unjust enrichment,
breach of the implied covenant of good faith and fair dealing, fraudulent
transfer and also seeks relief under a theory of promissory estoppel and
requests the creation of a constructive trust for the benefit of plaintiff.

     The case arises from a failed development and a subsequent foreclosure
filed by defendant CINB.  The plaintiff contends, among other things, that
CINB and BMC Westholme conspired with Anden to deprive the plaintiff of its
interest in the Winding River project, damaging plaintiff's reputation as a
homebuilder and causing it to lose business opportunities.  The amount in
controversy exceeds $6 million, although the Fund believes that if there is
any liability to the plaintiffs in this matter, it rests with defendants
other than BMC Westholme Corp.  The case remains in the discovery phase. 
Numerous depositions were taken during April of 1997 and a series of
depositions is presently scheduled throughout May, 1997.

     The ultimate outcome of this matter cannot be determined at this time,
however, in the opinion of management of the Fund, the eventual outcome of
this matter will not have a material adverse effect on the financial
position of the Fund.  The financial statements do not include any
adjustments for liability, if any, arising from this matter.



<PAGE>


                        PART II - OTHER INFORMATION

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)   The following document is filed as part of this Report:

      Exhibit
      Number         Description

        (10)         Material Contracts

                     (i)   Exchange Agreement dated as of April 30, 1997
by and among AFG Hato Arrow Limited Partnership, AFG Dove Arrow Limited
Partnership, AIP/Larkfield Limited Partnership, Equis Exchange LLC, Equis
Financial Group Limited Partnership and the Registrant and related
exhibits.

      The following exhibits are incorporated by reference from the Fund's
Annual Report on Form 10-KSB for the year ended December 31, 1996:

      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, July 11, 1995 and April 16, 1996

              (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 March 31,
1997.


<PAGE>


                                SIGNATURES


     PURSUANT to the requirements of the Exchange Act, the Issuer 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:  May 14, 1997
      Leonard G. Levine, President
                                              



By:   /s/ Joel L. Teglia                               Date:  May 14, 1997
      Joel L. Teglia, Vice President and
      Chief Financial Officer


<PAGE>


                                SIGNATURES


     PURSUANT to the requirements of the Exchange Act, the Issuer has duly
caused this Report to be signed on its behalf by the undersigned thereunto
duly authorized.

BANYAN STRATEGIC LAND FUND II



By:   _________________________________                Date:  May 14, 1997
      Leonard G. Levine, President




By:   _________________________________                Date:  May 14, 1997
      Joel L. Teglia, Vice President and
      Chief Financial Officer