UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                      Washington, D. C. 20549

                             FORM 10-K


       Annual Report Pursuant to Section 13 or 15 (d) of the
                  Securities Exchange Act of 1934
            For the fiscal year ended December 31, 1996

       Commission File Number  33-92096 and 33-80419


          RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.


                 State of Incorporation:  Delaware
         I.R.S. Employer Identification Number:  75-2006294

                8400 Normandale Lake Blvd, Suite 600
                    Minneapolis, Minnesota 55437
                      Telephone (612) 832-7000



   Securities registered pursuant to Section 12(b) of the Act:
   None   Securities registered pursuant to Section 12(g) of the
   Act: None.  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 ______.






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                  RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

                                TABLE OF CONTENTS


                                                                 Page #
   PART I

   Item 1.     Business. . . . . . . . . . . . . . . . . . . . . . .2
   Item 2.     Properties. . . . . . . . . . . . . . . . . . . . . .2
   Item 3.     Legal Proceedings . . . . . . . . . . . . . . . . . .2
   Item 4.     Submission of Matters to a Vote of Security
               Holders . . . . . . . . . . . . . . . . . . . . . . .2


   PART II

   Item 5.     Market for the Registrant's Common Equity and
               Related Stockholder Matters . . . . . . . . . . . . .2
   Item 6.     Selected Financial Data . . . . . . . . . . . . . . .2
   Item 7.     Management's Discussion & Analysis of Financial
               Condition and Results of Operations . . . . . . . . .2
   Item 8.     Financial Statements & Supplementary Financial
               Data  . . . . . . . . . . . . . . . . . . . . . . . .3
   Item 9.     Changes in and Disagreements with Accountants
               on Accounting & Financial Disclosure. . . . . . . . .3

   PART III

   Item 10.    Directors and Executive Officers of the
               Registrant  . . . . . . . . . . . . . . . . . . . . .3
   Item 11.    Executive Compensation. . . . . . . . . . . . . . . .3
   Item 12.    Security Ownership of Certain Beneficial
               Owners and Management . . . . . . . . . . . . . . . .3
   Item 13.    Certain Relationships and Related Transactions. . . .3


   PART IV

   Item 14.    Exhibits, Financial Statement Schedules and
               Reports on Form 8-K . . . . . . . . . . . . . . . . .4
               SIGNATURES  . . . . . . . . . . . . . . . . . . . . .5
               EXHIBITS. . . . . . . . . . . . . . . . . . . . . . .6


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   PART I


   Item 1.     Business

         Information not provided pursuant to Exemptive Order.

   Item 2.     Properties

   Pursuant to the Exemptive Order the Master  Servicer's Annual Statement as to
   Compliance,  dated  March 31,  1997 are filed as  Exhibit 1 under  Item 14(a)
   hereof.

   Item 3.     Legal Proceedings

   There are no  material  pending  legal  proceedings  related to any series of
   Certificates that involve the Trustee,  Custodian, the Master Servicer or the
   Registrant with respect to any such series.


   Item 4.     Submission of Matters to a Vote of Security Holders

               Information not provided pursuant to Exemptive Order.


   PART II

   Item 5.     Market for the Registrant's Common Equity and Related
               Matters

           (a) There is no established public trading market for the
               Certificates.

           (b) At  December  31,  1996,  the number of holders of record of each
               outstanding  series of  Certificates is listed in Exhibit 3 under
               Item 14(a) hereof.


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           (c) Not applicable.


   Item 6.     Selected Financial Data

               Information not provided pursuant to Exemptive Order.


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

               Information not provided pursuant to Exemptive Order.

   Item 8.     Financial Statements & Supplementary Financial Data

   See the Master  Servicer's  Annual  Statement of Compliance  that is filed as
   Exhibit 1 under Item 14(a)  hereof;  see also report  dated  January 24, 1997
   prepared by the Master  Servicer's  independent  accountant,  concerning  the
   Master Servicer's  servicing activities that is filed as Exhibit 2 under Item
   14(a) hereof.

   Item 9.     Disagreements on Accounting and Financial Disclosure

               Not Applicable.


   PART III

   Item 10.    Directors and Executive Officers of the Registrant

               Information not provided pursuant to Exemptive Order.


   Item 11.    Executive Compensation

               Information not provided pursuant to Exemptive Order.


   Item 12.    Security Ownership of Certain Beneficial Owners and
               Management

           (a) Each  holder of record  of more  than  five  percent  (5%) of the
               fractional  undivided  interest in a Mortgage Pool evidenced by a
               series of Certificates, outstanding at


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               December 31, 1996 is listed in Exhibit 4 under Item 14(a) hereof.

           (b) Not applicable

           (c) Not applicable.

   Item 13.    Certain Relationships and Related Transactions

               Information not provided pursuant to Exemptive Order.




       PART IV

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

           (a)                                                       EXHIBIT #

               Officers' Annual Compliance Statements: . . . . . . . . .1
               Residential Funding Corporation

               Residential Funding Corporation Independent Auditors'
               Report on the Uniform Single Audit Program for
               Mortgage Bankers. . . . . . . . . . . . . . . . . . . . .2

               Part II, Item 5(b). . . . . . . . . . . . . . . . . . . .3

               Part III, Item 12(a). . . . . . . . . . . . . . . . . . .4

           (b) See Item 2.

           (c) Not applicable.

           (d) Not applicable.  No annual report or proxy material has
               been sent to security holders.









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   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  of the  Securities
   Exchange Act of 1934, the Registrant has duly caused this report to be signed
   on its behalf by the undersigned,  thereto duly authorized,  on this 31st day
   of March, 1997.

   RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.


   BY: s/Christopher J. Nordeen

   Christopher J. Nordeen
   President

   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
   report  has been  executed  below by the  following  persons on behalf of the
   Registrant and in the capacities and on the dates indicated.


   s/Christopher J. Nordeen

  Christopher J. Nordeen
   President
   March 31, 1997


   s/Dennis W. Sheehan

   Dennis W Sheehan
   Assistant Treasurer
   March 31, 1997



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   s/Davee Olson

   Davee L. Olson
   Executive Vice President,
   Chief Financial Officer
   March 31, 1997



   SIGNATURES

   Pursuant  to the  requirements  of  Section  13 or  15(d)  of the  Securities
   Exchange Act of 1934, the Registrant has duly caused this report to be signed
   on its behalf by the undersigned,  thereto duly authorized,  on this 31st day
   of March, 1997.

   RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.


   BY:

   Christopher J. Nordeen
   President

   Pursuant to the  requirements  of the Securities  Exchange Act of 1934,  this
   report  has been  executed  below by the  following  persons on behalf of the
   Registrant and in the capacities and on the dates indicated.




   Christopher J. Nordeen
   President
   March 31, 1997




   Dennis W Sheehan
   Assistant Treasurer,
   March 31, 1997




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   Davee L. Olson
   Executive Vice President,
   Chief Financial Officer
   March 31, 1997




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