SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                   FORM 10-K

                       FOR ANNUAL AND TRANSITION REPORTS
                    PURSUANT TO SECTIONS 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

(Mark One)
     x    Annual Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 [Fee Required] For the fiscal year ended:
          December 31, 1996

                                       OR

          Transition Report Pursuant to Section 13 or 15(d) of the Securities
          Exchange Act of 1934 [No Fee Required] For the transition period from
          ______ to ______

               Commission File Number: 2-77668, 2-79486, 2-80288

                         COMMODITY TREND TIMING FUND II
             (Exact name of registrant as specified in its charter)

                New York                                13-3128322
(State of Incorporation or Organization)   (I.R.S. Employer Identification No.)

             67 Mason Street                              06830
       Greenwich, Connecticut                           (Zip Code)
(Address of principal executive offices)

       Registrants telephone number, including area code: (203) 629-6248

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

          Securities registered pursuant to Section 12(g) of the Act:
                  65,000 Units of Limited Partnership Interest
                                (Title of class)

     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  No x

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]





PART I

Item 1. Business.

         (a) General Development of Business.

         Commodity Trend Timing Fund II (the "Partnership") is a limited
partnership which was organized under the laws of the State of New York on May
14, 1982. The Partnership engages in the speculative trading of commodity
futures and option contracts, including futures contracts on U.S. Treasury bills
and other financial instruments, foreign currencies and stock indices
(collectively, "futures"). The Partnership commenced trading operations on
December 22, 1982. Redemptions for the years ended December 31, 1996, 1995 and
1994 are reported in the Statements of Partners' Equity on page F-5 under "Item
8. Financial Statements and Supplementary Data."

         The Partnership trades futures primarily on United States futures
exchanges and may, to a lesser extent, trade futures on some foreign futures
exchanges. It engages in such trading through a futures brokerage account
maintained with its futures broker, Smith Barney Inc. ("SB").

         Under the terms of the Limited Partnership Agreement of the Partnership
(the "Partnership Agreement"), the general partner of the Partnership (the
"General Partner") has sole responsibility for the management of the business
and affairs of the Partnership, but may delegate futures trading discretion to
one or more commodity trading advisors.

         Chang-Crowell Investment Management Inc. ("CCIM") acts as the
Partnership's trading manager subject to the terms and conditions of the Trading
Manager Agreement made June 21, 1995, between the Partnership and CCIM (the
"Trading Manager Agreement"). As trading manager, CCIM appoints and supervises
the Partnership's futures trading advisors ("Advisors"). CCIM has selected
Marathon Capital Growth Partners L.L.C. ("Marathon"), a registered commodity
trading advisor, to manage a portion of the Partnership's assets. Marathon was
formed in March 1995 by two principals of CCIM and Chang-Crowell Management
Corporation ("CCMC"), an affiliate of CCIM, Robert Ecke and Bruce Terry. CCIM
has selected CCMC to manage the other portion of the Partnership's assets.
Currently, Marathon manages approximately 78% of the Partnership's assets, and
CCMC manages approximately 22% of the Partnership's assets. Marathon and CCMC
manage the Partnership's assets subject to the terms and conditions of the
Management Agreement made June 21, 1995, among CCIM, CCMC and Marathon (the
"Management Agreement"). The Trading Manager Agreement and the Management
Agreement each expire on June 30, 1997.

         The Partnership may, in its sole discretion, renew the Trading Manager
Agreement for additional one-year periods. The Partnership may terminate the
Trading Manager Agreement as to CCIM upon 60 days' notice if (i) limited
partners of the Partnership ("Limited Partners") owning more than 50% of the
outstanding Units shall vote to require the Partnership to terminate the Trading
Manager Agreement or (ii) CCIM fails to comply with the terms of the Trading
Manager Agreement. The Partnership may immediately terminate the Trading Manager
Agreement as to CCIM if (i) CCIM dissolves or is otherwise not serving as
trading manager of the Partnership or (ii) CCIM's registration as a commodity
pool operator with the Commodity Futures Trading Commission (the "CFTC"), or any
other regulatory authority, is terminated or suspended. CCIM may terminate the
Trading Manager Agreement by giving not less than 30 days' notice to the
Partnership.

         CCIM may, in its sole discretion, renew the Management Agreement for
additional one-year periods. CCIM may terminate the Management Agreement as to
an Advisor upon 60 days' notice if (i) the Advisor fails to conform to the
Partnership's trading policies which are described under "Item 7. Management's
Discussion and Analysis of Financial Condition and Results of Trading
Operations," (ii) the per Unit Net Asset Value (as defined in the Partnership
Agreement) of the assets allocated to the Advisor shall decline at any time to
75% or less of their Net Asset Value on June 30, 1995, (iii) Limited Partners
owning more than 50% of the outstanding Units shall vote to require the
Partnership to terminate the Management Agreement, (iv) the Advisor fails to
comply with the terms of the Management Agreement or (v) CCIM reasonably
believes that the application of speculative position limits resulting from the
aggregation of the Partnership's commodity futures positions with those of
accounts managed or advised by the Advisor will substantially affect the
performance of the Partnership's futures trading. CCIM may immediately terminate
the Management Agreement as to an Advisor if (i) the Advisor dissolves or is
otherwise not managing the trading programs of the Partnership or (ii) the
Advisor's registration as a commodity trading advisor with the Commodity Futures
Trading Commission (the "CFTC"), or any other regulatory authority, is
terminated or suspended. Any Advisor may terminate the Management Agreement by
giving not less than 30 days' notice to CCIM.

         The Advisors' investment decisions have been and will continue to be
based primarily on diversified technical analysis and trend-following futures
trading strategies which seek to identify price changes and trends.

         Under the terms of a customer agreement ("Customer Agreement") entered
into with SB, the Partnership is obligated to pay futures brokerage commissions
at 80% of the standard rates SB charges its public customers. As of January 1,
1986, and until further notice, the Partnership will charged brokerage
commissions at 50% of SB's standard public customer rates in effect from time to
time. SB is obligated to reimburse the Partnership in any fiscal year for any
brokerage commissions paid to it by the Partnership which exceed 25% of the
average of the month-end Net Assets (as defined in the Partnership Agreement) of
the Partnership during such year. Nonetheless, SB has agreed that until further
notice it will reimburse the Partnership for any commissions (excluding
exchange, floor brokerage and clearing fees) which exceed 20% of such average
month-end Net Assets during a fiscal year. In addition, SB will pay the
Partnership interest on 98% of the average daily equity in its account during
each month at the rate of the average non-competitive yield of 13-week U.S.
Treasury bills as determined at the weekly auctions thereof during the month.

         (b) Financial Information About Industry Segments.

         The Partnership's business consists of only one segment: speculative
trading of futures. The Partnership does not engage in sales of goods or
services. The Partnership's net income (loss) from operations for the years
ended December 31, 1996, 1995 and 1994 are set forth under "Item 6. Select
Financial Data." Partnership capital at December 31, 1996, was $2,462,173.

         (c) Narrative Description of Business.

         See paragraphs (a) and (b) above.

         (i) through (x) - Not applicable.

         (xi) through (xii) - Not applicable.

         (xiii) - The Partnership has no employees.

         (d) Financial Information About Foreign and Domestic Operations and
Export Sales.

         The Partnership does not engage in sales of goods or services.

Item 2. Properties.

         The Partnership does not own or lease any properties. CCIM
operates out of its rented offices in Greenwich, Connecticut.

Item 3. Legal Proceedings.

         There are no material pending legal proceedings to which the
Partnership is a party or to which any of its assets are subject. No material
legal proceedings affecting the Partnership were terminated during the fiscal
year ended December 31, 1996.

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

         None





                                    PART II

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

         (a) Market Information.

         The Partnership has issued no stock. There is no public market for the
Units.

         (b) Holders.

         The number of holders of Units as of December 31, 1996, was 515. CCIM
is the sole holder of units of general partnership interest.

         (c) Distribution.

         The Partnership did not declare a distribution in 1996 or 1995.


Item 6. Selected Financial Data.

<TABLE>
<CAPTION>

                                        1996            1995            1994            1993            1992
                                    ------------    ------------    ------------    ------------    ------------
<S>                                 <C>             <C>             <C>             <C>             <C>
Net realized and
unrealized trading gains
(losses) net of brokerage
commissions and fees                $     80,617    $   (335,719)   $ (5,339,017)   $  2,015,081    $ (2,275,367)
                                    ------------    ------------    ------------    ------------    ------------
Interest Income                     $    150,190    $    178,957    $    241,531    $    276,486    $    368,414
                                    ------------    ------------    ------------    ------------    ------------
                                    $    230,807    $   (156,762)   $ (5,097,486)   $  2,291,567    $ (1,906,953)
                                    ------------    ------------    ------------    ------------    ------------
Net Income (loss)                   $     69,092    $   (313,644)   $ (5,431,348)   $  1,782,837    $ (2,472,923)
                                    ============    ============    ============    ============    ============
Increase (decrease) in
net asset value per unit            $       (.30)   $     (60.51)   $    (947.48)   $     269.20    $    (284.80)
                                    ============    ============    ============    ============    ============
Total assets                        $  2,462,173    $  3,187,898    $  4,771,591    $ 11,518,289    $ 11,874,837
                                    ============    ============    ============    ============    ============
</TABLE>






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

         (a) Liquidity.

         The Partnership does not engage in sales of goods or services. Its only
assets are its equity in its futures trading account, consisting of cash and
cash equivalents, and net unrealized appreciation (depreciation) on open futures
contracts and interest receivable. Because of the low margin deposits typically
required in futures trading, relatively small price movements may result in
substantial losses to the Partnership. Such substantial losses could lead to a
material decrease in liquidity. To minimize this risk, the Partnership follows
certain trading policies, including:

         (i)   Partnership funds will be invested only in futures contracts
               which are traded in sufficient volume to permit, in the opinion
               of the Advisors, ease of taking and liquidating positions.

         (ii)  The Partnership will diversify its positions among various
               commodities. The Partnership will not initiate additional
               positions in a commodity if such additional positions would
               result in a net long or short position in such commodity
               requiring as margin more than 15% of the Partnership's Net
               Assets. For purposes of this limitation, gold coins, bullion and
               futures will be considered as one commodity and silver coins,
               bullion and futures will be considered as one commodity.

         (iii) The Partnership will not initiate additional positions in any
               commodity if such additional positions would result in aggregate
               positions for all commodities requiring as margin more than
               66-2/3% of the Partnership's Net Assets.

         (iv)  The Partnership may occasionally accept delivery of a commodity.
               Unless any such delivery is disposed of promptly by retendering
               the warehouse receipt representing the delivery to the
               appropriate clearing house, the physical commodity position will
               be fully hedged.

         (v)   The Partnership will not employ the trading technique commonly
               known as "pyramiding," in which the speculator uses unrealized
               profits on existing positions as margin for the purchase or sale
               of additional positions in the same or related commodities.

         (vi)  The Partnership will not purchase, sell or trade in securities
               (other than securities in which "customers' funds" may be
               invested under the Commodity Exchange Act, as amended), nor will
               it write, purchase, sell or trade in options on securities.
               However, the Partnership may, within its discretion, trade in
               options on commodity futures contracts or physical commodities.

         (vii) The Partnership will not utilize borrowings except short-term
               borrowings if the Partnership takes delivery of any cash
               commodities.

        (viii) The Advisors from time to time may employ trading strategies such
               as spreads or straddles on behalf of the Partnership. The term
               "spread" or "straddle" describes a commodity futures trading
               strategy involving the simultaneous buying and selling of futures
               contracts on the same commodity but involving different delivery
               dates or markets and in which the trader expects to earn a profit
               from a widening or narrowing of the difference between the prices
               of the two contracts.

         (ix)  The Partnership will not trade on a regular basis in forward
               contracts on foreign currencies. Such transactions may be
               effected only in an attempt to hedge currency risks resulting
               from trading on foreign exchanges or to limit losses or protect
               profits on existing positions in futures contracts on foreign
               currencies in situations in which such positions cannot be closed
               out due to particular market conditions. Such transactions will
               only be effected with banks having a minimum combined capital and
               surplus of $100,000,000.

         (x)   The Partnership will not permit the churning of its commodity
               trading account.

         Trading policies (ii), (iii), (iv), (v), (vi), (vii), (ix) and (x)
described above may not be changed without the approval of the holders of a
majority of the Units. The remaining trading policies may be altered by the
General Partner without approval by the Limited Partners if it is determined
that such change is in the best interests of the Partnership. The Limited
Partners will be notified of any material changes in trading policies. The
Limited Partners will not be notified of changes in the futures traded.

         Trading policies (i) through (v) described above are designed to limit
market risk. Trading policy (ix) is designed to limit credit risk. Further, CCIM
is aware at all times of all positions taken by the Advisors and understands the
operations of each Advisor's trading program. CCIM continuously monitors the
Advisors' trading to ensure compliance with the trading policies. Marathon's
computer-based trading program has a proprietary portfolio risk filter which
operates independent of the program's trading signal generator and incorporates
a number of market risk management systems.

         The Partnership did not trade in forward contracts on foreign
currencies or any other off-exchange contracts during the fiscal year ended
December 31, 1995. Currently, the Partnership trades primarily on U.S. futures
exchanges. The Partnership also trades on LIFFE (The London International
Financial Futures and Options Exchange), MATIF (Marche a Terme Internationale de
France), SFE (the Sydney Futures Exchange) and SIMEX (the Singapore
International Mercantile Exchange). CCIM's restriction of trading to such
markets limits credit risk. In a further effort to limit credit risk, all trades
are effected through SB, a highly capitalized broker-dealer.

         Other than the risks inherent in futures trading, the Partnership knows
of no trends, demands, commitments, events or uncertainties which will result in
or which are reasonably likely to result in the Partnership's liquidity
increasing or decreasing in any material way. The Partnership Agreement requires
dissolution of the Partnership under certain circumstances as defined in the
Partnership Agreement including, but not limited to, a decrease in the Net Asset
Value of a Unit to less than $350 as of the close of business on any business
day, or a decrease in the aggregate Net Assets of the Partnership to less than
$1,750,000.

         (b) Capital Resources.

         The Partnership has made no material commitments for capital
expenditures as of December 31,1996.

         The Partnership's capital consists of the capital contributions of the
General Partner and the Limited Partners as increased or decreased by gains or
losses on its trading of futures, expenses, interest income, redemptions of
Units and distributions of profits, if any. Gains or losses on futures trading
cannot be predicted. Market moves in commodities are dependent upon fundamental
and technical factors which the Advisors may or may not be able to identify.
Partnership expenses consist of, among other things, brokerage commissions,
management fees and incentive fees. The level of such expenses is dependent upon
the level of futures trading and the ability of the Advisors to identify and
take advantage of price movements in the futures markets, in addition to the
level of Net Assets maintained. Interest income is dependent upon interest rates
over which the Partnership has no control. No forecast can be made as to the
level of redemptions of Units in any given period. In 1996, 824.8852 Units were
redeemed for an aggregate redemption value of $788,041. In 1995, 1,449.57 Units
were redeemed for an aggregate redemption value of $1,287,854. In 1994,
1,014.3443 Units were redeemed for an aggregate redemption value of $1,279,127.

         (c) Results of Operations.

         For the year ended December 31, 1996, the Net Asset Value per Unit
decreased .003% from $870.56 to $870.26. For the year ended December 31, 1995,
the Net Asset Value per Unit decreased 6.5% from $931.07 to $870.56. For the
year ended December 31, 1994, the Net Asset Value per Unit decreased 50.4% from
$1,878.55 to $931.07.

         For the year ended December 31, 1996, the Partnership experienced net
trading gains of $329,426 before commissions and expenses. Realized net trading
gains of $429,582 for the year ended December 31, 1996, were primarily
attributable to the trading of foreign bonds currencies and grain futures. For
the year ended December 31,1995, the Partnership experienced net trading losses
of $187,724 before commissions and expenses. Realized net trading losses of
$316,392 for the year ended December 31, 1995, were primarily attributable to
the trading of interest rate and metals futures. Such losses were partially
offset by realized trading gains experienced in the trading of currency and
stock index futures. Realized net trading losses of $4,143,824 for the year
ended December 31,1994, were primarily attributable to the trading of interest
rate, stock index and currency futures. Such losses were partially offset by
realized trading gains experienced in the trading of metals, energy and
agricultural commodity futures.

         Futures markets are highly volatile. Broad price fluctuations and rapid
inflation increase the risks involved in futures trading, but also increase the
possibility of profit. The profitability of the Partnership depends on the
existence of major price trends and the ability of the Advisors to correctly
identify such trends. Such trends are influenced by, among other factors,
changing supply and demand relationships, weather, governmental, agricultural,
commercial and trade programs and policies, national and international political
and economic events and changes in interest rates. The Advisors' technical
trading methods do not generally take into account such fundamental factors.

Item 8. Financial Statements and Supplementary Data.

                         COMMODITY TREND TIMING FUND II
                         INDEX TO FINANCIAL STATEMENTS


                                                          Page
                                                         Number
                                                         ------

Independent Auditor's  Report                              F-2

Financial Statements:
Statement of Financial Condition
December 31, 1996 and 1995                                 F-3

Statement of Operations
For the years ended December 31, 1996, 1995 and 1994       F-4

Statement of Partners' Equity
For the years ended December 31, 1996 and 1995             F-5

Notes to Financial Statements                              F-6







                    [LETTERHEAD OF JEFFREY VORISEK, CPA, CFP]



                          INDEPENDENT AUDITOR'S REPORT



To the Partners of
Commodity Trend Timing Fund II
(A New York Limited Partnership)

We have audited the accompanying statement of financial condition of Commodity
Trend Timing Fund II, L.P. as of December 31, 1996 and 1995, and the related
statements of operations, and partners' equity for the year then ended. These
financial statements are the responsibility of the Partnership's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. These standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Commodity Trend Timing Fund II,
L.P. at December 31, 1996 and 1995 and the results of its operations for the
years then ended in conformity with generally accepted accounting principles.

/S/ Jeffrey Vorisek

Jeffrey Vorisek
Certified Public Accountant
McHenry, IL
March 12, 1997




                      COMMODITY TREND TIMING FUND II, L.P.
                        STATEMENT OF FINANCIAL CONDITION
                           December 31, 1996 and 1995


ASSETS                                                 1996              1995
                                                   -----------       -----------

Trading account equity
    Cash and cash equivalents                               --       $   326,100
    Net unrealized trading gains                   $    84,584           184,740
    Owed to broker                                        (120)               --
    Securities on deposit                            2,377,590         2,676,723
                                                   -----------       -----------
                                                     2,462,054         3,187,563
Interest receivable                                        119               335
                                                   -----------       -----------

      Total Assets                                 $ 2,462,173       $ 3,187,898
                                                   ===========       ===========
LIABILITIES AND PARTNERSHIP EQUITY

Accrued expenses:
    Commissions                                    $     9,048       $    15,600
    Management fees                                      8,141            10,545
    Other                                               10,940             8,760
                                                   -----------       -----------
      Total Liabilities                                 28,129            34,905
                                                   -----------       -----------

General Partner equity, 56 and
56 units outstanding in 1996
and 1995, respectively                                  49,057            49,074

Limited Partners' equity, 2,741
and 3,566 units outstanding in
1996 and 1995, respectively; a
change of (825) units                                2,384,987         3,103,919
                                                   -----------       -----------
     Total Equity                                    2,434,044         3,152,993
                                                   -----------       -----------
       Total Liabilities and
       Partnership Equity                          $ 2,462,173       $ 3,187,898
                                                   ===========       ===========


See Notes to Financial Statements





                      COMMODITY TREND TIMING FUND II, L.P.
                             STATEMENT OF OPERATIONS
              For the years ended December 31, 1996, 1995 and 1994



<TABLE>
<CAPTION>

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

<S>                                               <C>            <C>            <C>
Realized net trading gains (losses)               $   429,582    $  (316,392)   $(4,143,824)
Change in unrealized net trading gains (losses)      (100,156)       128,668       (257,143)
Interest income                                       150,190        178,957        241,531
Foreign currency (loss)                                (4,704)            --             --
                                                  -----------    -----------    -----------
     Total revenues                                   474,912         (8,767)    (4,159,436)
                                                  -----------    -----------    -----------
          EXPENSES

Commissions                                           234,341        143,555        938,050
Management fees                                       117,465        129,446        287,815
Administrative                                         54,014         31,876         46,047
                                                  -----------    -----------    -----------
     Total expenses                                   405,820        304,877      1,271,912
                                                  -----------    -----------    -----------
Net income (loss)                                 $    69,092    $  (313,644)   $(5,431,348)
                                                  ===========    ===========    ===========
Net income (loss) per unit,
Limited Partner interest                          $      (.30)   $    (60.51)   $   (947.28)
                                                  ===========    ===========    ===========
Net income (loss) per unit,
General Partner interest                          $      (.30)   $    (60.51)   $   (947.28)
                                                  ===========    ===========    ===========
</TABLE>


See Notes to Financial Statements






                      COMMODITY TREND TIMING FUND II, L.P.
                          STATEMENT OF PARTNERS' EQUITY
                 For the years ended December 31, 1996 and 1995




<TABLE>
<CAPTION>

                                   Limited Partners      General Partner         Total
                                   ----------------      ---------------         -----

<S>                                <C>                 <C>                 <C>
Equity, December 31, 1994             $ 4,644,545         $    77,279         $ 4,721,824

Additions                                  32,667                  --              32,667

Net loss                                 (308,295)             (5,349)           (313,644)

Redemption                             (1,264,998)            (22,856)         (1,287,854)
                                      -----------         -----------         -----------

Equity, December 31, 1995             $ 3,103,919         $    49,074         $ 3,152,993

Net income/(loss)                          69,109                 (17)             69,092

Redemption                               (788,041)                 --            (788,041)
                                      -----------         -----------         -----------

Equity, December 31, 1996             $ 2,384,987         $    49,057         $ 2,434,044
                                      ===========         ===========         ===========

     Equity per unit December 31          1996                1995                1994
     ---------------------------          ----                ----                ----

Number of units outstanding                 2,797               3,622               5,071
                                      ===========         ===========         ===========

Net asset value per unit              $    870.26         $    870.56         $    931.07
                                      ===========         ===========         ===========

</TABLE>



See Notes to Financial Statements




                      COMMODITY TREND TIMING FUND II, L.P.
                          NOTES TO FINANCIAL STATEMENTS
                                December 31, 1996

Note 1.  Significant Accounting Policies

     The valuation of net assets includes unliquidated commodity futures
     contracts owned by the Partnership, if any, at the end of the period. The
     unrealized gain or loss on these contracts, if any, has been calculated
     based on closing prices on the last business day of the year of 1996 and
     1995. Foreign currency is translated into US dollars at the exchange rates
     prevailing on the last business day of the year.

     Income taxes - No provision for income taxes has been made since the
     Partnership is not subject to taxes on income. Each partner is individually
     liable for the tax on its share of income and expenses. The Partnership
     prepares a calendar year information tax return.

     Securities on Deposit - US. Treasury securities are presented at cost plus
     accrued interest, which approximates market.

     Net Asset Value Per Unit - Net asset value per unit equals Partnership
     equity divided by the number of units outstanding at period end.

     Revenue Recognition - Commodity futures and options are recorded on the
     trade date, and open futures positions are reflected in the accompanying
     statement of financial condition as the difference between the original
     contract value and the market value on the last business day of the
     reporting period. The market value of the commodity futures and options
     contracts is based upon the most recent available settlement price on the
     appropriate commodity exchanges.

     Changes in unrealized gains or losses represent the total increases or
     (decreases) in unrealized gains or (increases) decreases in unrealized
     losses on open positions during the period.

     Statement of Cash Flows - The Partnership has elected not to provide a
     statement of cash flows as permitted by Statement of Accounting Standards
     102 "Statement of Cash Flows".

     Offsetting exchange contracts - FASB Interpretation #39 allows the offset
     of assets and liabilities for exchange traded contracts as long as certain
     conditions are met. These financial statements present the fair value loss
     positions offset with the fair value gain positions. The Partnership uses
     the offset method to account for all open contracts.




                      COMMODITY TREND TIMING FUND II, L.P.
                          NOTES TO FINANCIAL STATEMENTS

Note 2.  Nature Of Business And Partnership Organization.

     The Partnership was organized as a Limited Partnership under the laws of
     the State of New York on May 14, 1982. The Partnership is engaged in the
     speculative trading of commodity futures contracts and any other commodity
     interests, including futures contracts on US Treasury Bills, foreign
     currency, stock indices and other derivative financial instruments.

     As of May 1, 1995 Chang-Crowell Investment Management, Inc. ("CCIM").
     replaced Smith Barney Futures Management, Inc. as the General Partner of
     the Partnership. The Agreement of Limited Partnership vests all
     responsibility and powers for the management of the business and affairs of
     the Partnership with CCIM, the General Partner. CCIM is registered with the
     Commodity Futures Trading Commission as a Commodity Pool Operator and
     Commodity Trading Advisor and is also a member of the National Futures
     Association.

     The General Partner and each limited partner will share in the profits and
     losses of the Partnership in proportion to the amount of partnership
     interest owned by each except that no limited partner shall be liable for
     obligations of the Partnership in excess of his initial capital
     contribution and profits, if any, net of redemption.

     The Partnership will be liquidated upon the first to occur of the
     following: December 31, 2002; the net asset value of a Unit decreases to
     less than $350 as of the close of any business day; the aggregate net
     assets decline to less than $1,750,000; or under certain other
     circumstances as defined in the Limited Partnership Agreement.

Note 3. Contracts And Agreements:

     The General Partner, CCIM will act as a Trading Manager to the Partnership.
     CCIM has discretion to utilize the services of one or more professional
     commodity trading advisors. As of December 31, 1996 the Partnership had
     agreements with two Trading Advisors. Asset management is split between
     Chang-Crowell Management Corporation and Marathon Capital Growth Partners
     L.L.C. Both of the Trading Advisors are registered with the Commodity
     Futures Trading Commission as Commodity Trading Advisors and both are also
     members of the National Futures Association.




                      COMMODITY TREND TIMING FUND II, L.P.
                         NOTES TO FINANCIAL STATEMENTS

     (Note 3. continued)

     The Partnership pays a monthly management fee equal to 1/3 of 1% (4% per
     annum) of the Partnership's month end net asset value, as defined, and a
     quarterly incentive fee equal to 15% of Partnership trading profits, as
     defined, to the Trading Advisors.

     Smith Barney is a registered commodity broker and clears futures
     transactions for the Partnership. The Partnership pays commissions to Smith
     Barney at 50% of the standard rate which Smith Barney charges to public
     customers. The Partnership's funds are deposited in a segregated account at
     Smith Barney and the Partnership receives interest on these funds.

Note 4. Partner Equity And Redemption Of Partnership Interest.

     Each Partner may redeem part or all its units at the net asset value as of
     the end of any quarter ended January 31, April 30, July 31 or October 31.

     At the time CCIM replaced Smith Barney Futures Management Inc. ("SBFM") as
     General Partner of the Partnership, SBFM redeemed its remaining interest in
     the Partnership equal to $71,976. CCIM initially contributed $49,120 to
     Partnership equity. The statement of partners' equity reports this
     transaction as a General Partner net redemption of $22,856.

Note 5. Financial Instruments With Off-Balance Sheet Credit And Market
        Risk.

     Included in the definition of financial instruments are futures, options on
     futures and forward contracts. The Partnership invests in various futures
     contracts for speculative purposes. These contracts are marked to market
     daily, with variations in the value of the futures contracts settled on a
     daily basis with the exchange upon which they are traded. For these
     contracts the unrealized gain or loss rather than the notional amounts,
     represents the approximate future cash requirements. At December 31, 1996
     the Partnership owned open exchange traded futures contracts that would
     have provided approximately $138,812 if settled and also would have used
     $(54,228) if settled. Offsetting these assets and liabilities at December
     31, 1996 results in an unrealized net trading gain of $84,584.

     Theoretically, the Partnership is exposed to a market risk (loss) equal to
     the notional value of contracts purchased and unlimited liability on
     contracts sold short. Generally, financial futures and options on futures
     contracts can be closed out at the discretion of



                      COMMODITY TREND TIMING FUND II, L.P.
                         NOTES TO FINANCIAL STATEMENTS

(Note 5. continued)

     the trading advisor. However, if the market is not liquid, it could prevent
     the timely close-out of any unfavorable positions or require the
     Partnership to hold those positions until maturity, regardless of the
     changes in their value or the trading advisor's investment strategies. At
     December 31, 1996 the Partnership owned long and short exchange traded
     futures positions with an aggregate notional value of approximately
     $21,670,000. At December 31, 1996 the Partnership owned contracts with a
     fair value of $83,052 and notional value of $15,738,000 which mature within
     90 days; and 6 contracts with a fair value of $1,511 and notional value of
     $941,000 which mature within 180 days; and 24 contracts with a fair value
     of $21 and notional value of $5,081,000 which mature within 270 days.
     Futures contracts have little credit risk because futures exchanges are the
     counterparties.

Note 6.  Derivative Financial Instruments and Fair Value Of Financial
         Instruments.

     A derivative financial instrument is a financial agreement whose value is
     linked to, or derived from, the performance of an underlying asset. The
     underlying asset can be currencies, commodities, interest rates, stocks, or
     any combination. Changes in the underlying asset indirectly affect the
     value of the derivative. All trading instruments are subject to market
     risk, the risk that future changes in market conditions may make an
     instrument less valuable or more onerous. As the instruments are recognized
     at fair market value, those changes directly affect reported income.
     Financial instruments (including derivatives) used for trading purposes are
     recorded in the statement of financial condition at fair value at the
     reporting date. Realized and unrealized changes in fair values are
     recognized in net trading revenue in the period in which the changes occur.
     Interest income arising from trading instruments is included in the
     statement of operations as part of interest income.

     Notional amounts are equivalent to the aggregate face value of the
     derivative financial instruments. Notional amounts do not represent the
     amounts exchanged by the parties to derivatives and do not measure the
     Partnership's exposure to credit or market risks. The amounts exchanged are
     based on the notional amounts and other terms of the derivatives.

     The Partnership engages in the speculative trading of derivative financial
     instruments which includes futures contracts. Futures contracts are
     commitments to either purchase or sell designated financial instruments at
     a future date for a specified price and may be settled in cash or through
     delivery. Initial margin requirements are met in cash or other instruments,
     and changes in the contract values are settled daily.




                      COMMODITY TREND TIMING FUND II, L.P.
                         NOTES TO FINANCIAL STATEMENTS

(Note 6. continued)

     The Partnership has funds at the Commodity broker in regulated and
     non-regulated accounts which are used to meet minimum margin requirements
     for all of the Partnership's open positions, as set by the exchange upon
     which each futures contract is traded. At December 31, 1996 the Partnership
     had assets in segregated (regulated) accounts at the Commodity broker of
     $2,462,054. These requirements are adjusted, as needed, due to daily
     fluctuations in the values of the underlying assets. The Partnership had
     realized net trading gains/(losses) from futures trading for the year ended
     1996 and 1995 of $429,582 and $(316,392) respectively, as reported in the
     statement of operations. The Partnership had revenue from the change in
     unrealized net trading gains/(losses) of $(100,156) and $128,668 for the
     same period, as reported in the statement of operations.

     Foreign currency gains or losses are the result of the conversion of the
     foreign currency denomination to US dollars. Non-regulated futures
     contracts have foreign exchange risk since the contracts are traded in
     currency denominations other than US dollars.

<TABLE>
<CAPTION>

Unrealized holdings at December 31, 1996              Fair Value    Notional Value
----------------------------------------              ----------    --------------
<S>                                                  <C>            <C>
Regulated futures contract assets - long             $    65,313    $ 4,804,000
Regulated futures contract assets - short                 54,683      3,906,000
Regulated futures contract liabilities - long            (19,786)     1,287,000
Regulated futures contract liabilities - short            (4,000)     1,282,000
Non-regulated futures contract assets - long               6,513      3,708,000
Non-regulated futures contract assets - short             12,214      2,736,000
Non-regulated futures contract liabilities - long        (28,594)     1,757,000
Non-regulated futures contract liabilities - short        (1,759)     2,190,000
                                                     -----------    -----------
     Total                                           $    84,584    $21,670,000
                                                     ===========    ===========
</TABLE>







                      COMMODITY TREND TIMING FUND II, L.P.
                          NOTES TO FINANCIAL STATEMENTS

Note 7. Selected Financial Data

     Net realized and unrealized trading gains (losses), interest income, net
     income (loss) and increases (decreases) in net asset value per unit for the
     years ended December 31, 1996, 1995, 1994, 1993 and 1992; and total assets
     as of December 31, of those years respectively:



<TABLE>
<CAPTION>


                                  1996            1995            1994            1993            1992
                              ------------    ------------    ------------    ------------    ------------
<S>                           <C>             <C>             <C>             <C>             <C>
Net realized and unrealized
trading gains (losses) net
of brokerage commissions
and fees                      $     80,617    $   (335,719)   $ (5,339,017)   $  2,015,081    $ (2,275,367)
Interest income               $    150,190    $    178,957    $    241,531    $    276,486    $    368,414
                              ------------    ------------    ------------    ------------    ------------
                              $    230,807    $   (156,762)   $ (5,097,486)   $  2,291,567    $ (1,906,953)
                              ------------    ------------    ------------    ------------    ------------
Net income (loss)             $     69,092    $   (313,644)     (5,431,348)   $  1,782,837    $ (2,472,923)
                              ============    ============    ============    ============    ============
Increase (decrease) in
net asset value per unit      $       (.30)   $     (60.51)   $    (947.48)   $     269.20    $    (284.80)
                              ============    ============    ============    ============    ============

Total assets                  $  2,462,173    $  3,187,898    $  4,771,591    $ 11,518,289    $ 11,874,837
                              ============    ============    ============    ============    ============

</TABLE>


     Brokerage commissions and clearing fees for the years reported were
     $244,105, $147,995, $938,050, $1,215,575 and $1,153,173, respectively.


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

         Mr. Jeffrey Vorisek, a Certified Public Accountant, audited the
Partnership's financial statements for the fiscal years ended December 31, 1995
and 1996. Coopers & Lybrand L.L.P. ("Coopers") audited the Partnership's
financial statements for the fiscal year ended December 31, 1994.

         (i) Coopers did not resign or decline to stand for reappointment. CCIM
engaged the services of Mr. Vorisek on January 29, 1996 rather than Coopers as a
cost-effectiveness measure.

         (ii) Neither the reports of Mr. Vorisek on the financial statements for
the fiscal years ended December 31, 1996 and 1995 nor the reports of Coopers on
the financial statements for the fiscal years ended December 31, 1994 and 1993
contained an adverse opinion or a disclaimer of opinion, and none of such
reports were qualified or modified as to uncertainty, audit scope or accounting
principles.

         (iii) The decision to change accountants was made by the Managing
Directors on behalf of CCIM, the General Partner at the time of such change.
Under Section 8 of the Partnership Agreement, the General Partner generally has
exclusive authority to conduct and manage the business of the Partnership.

         (iv) CCIM is not aware of any disagreements with Coopers during the
fiscal years ended December 31, 1995 and 1994 on any matter of accounting
principles or practices, financial statement disclosure or auditing scope or
procedure, which disagreement or disagreements, if not resolved to the
satisfaction of Coopers, would have caused Coopers to make reference to the
subject matter of the disagreement or disagreements in connection with its
report on the Partnership's financial statements.

         (v) Not applicable.





PART III


 Item 10. Directors and Executive Officers of the Registrant.

         The Partnership has no directors or officers. Its affairs are managed
by CCIM, as General Partner. Investment decisions are made by CCIM, as trading
manager, and by Marathon and CCMC, as Advisors.

         Each of Messrs. R. Parker Crowell, Bruce N. Terry and Robert Ecke, as
an executive officer of CCIM, was required, pursuant to Securities and Exchange
Commission Rule 16a-3(e) and the instructions to Form 3, to file a Form 3 within
ten days after May 1, 1995, the effective date of the election of CCIM as
General Partner. None of such Forms have been filed. Messrs. Terry and Ecke did
not hold any Units on May 1, 1995, and have not acquired any Units since such
date. Mr. Crowell assigned to CCIM 19.86 Units effective as of May 1, 1995. Mr.
Crowell did not file a Form 4 disclosing such assignment. Since such assignment,
Mr. Crowell has had beneficial ownership of 15 Units.

Item 11. Executive Compensation.

         Under the terms of Paragraph 6 of the Partnership Agreement, a General
Partner must maintain a 1% interest in the profits and losses of the
Partnership. To the extent the Partnership engages in profitable activities,
CCIM derives benefit from its interest.

         The Partnership pays to CCIM (i) a monthly management fee equal to 1/3
of 1% of the Partnership's Net Assets allocated to the Advisors as of the end of
each calendar month and (ii) a quarterly incentive fee equal to 15% of the
Partnership's Trading Profits (as defined below) earned on the assets of the
Partnership allocated to each Advisor, calculated without regard to the
performance of the other Advisor.

         CCIM pays to each Advisor (i) a monthly management fee equal to 1/12 of
1% of the Partnership's Net Assets allocated to the Advisor as of the end of
each calendar month and (ii) a quarterly incentive fee equal to 15% of the
Partnership's Trading Profits (as defined below) earned on the assets of the
Partnership allocated to the Advisor.

         Consequently, CCIM receives 100% of the aggregate compensation paid as
a management fee pursuant to the Trading Manager Agreement, but retains only 50%
of such compensation and pays 25% of such compensation to each Advisor. No
incentive fees were paid in 1996. CCIM would receive 100% of the aggregate
compensation paid by the Partnership as an incentive fee but would pay all of
such compensation to each Advisor pursuant to the Management Agreement.


         During the year ended December 31, 1996, the Advisors and CCIM, as
trading manager, were paid management fees as follows:

                Advisor          Amount

                CCMC            $28,170
                Marathon        $31,765
                CCIM            $59,935

         "Trading Profits" is determined by adding the net of any profits and
losses realized on all trades closed out during a fiscal quarter to the net of
any unrealized profits and losses on open positions as of the end of such
quarter (after deduction for accrued round-turn brokerage commissions) and
subtracting from such sum the following: (i) the net of any unrealized profits
or losses on open positions as of the end of the preceding fiscal quarter (after
deduction for accrued round-turn brokerage commissions); (ii) all expenses
(except incentive fees for the current quarter) incurred or accrued during such
quarter; and (iii) cumulative net realized trading losses, if any, carried
forward from all preceding quarters since the last quarter for which an
incentive fee was payable. Interest income is not taken into account in
computing Trading Profits.

         The terms of the Management Agreement are not the result of arms-length
negotiations and may not represent the best terms that could be obtained from a
trading advisor that is not a related party.

Item 12. Security Ownership of Certain Beneficial Owners and Management.

         (a) Security Ownership of Certain Beneficial Owners.

         The Partnership knows of no person who beneficially owns more than 5%
of the Units outstanding as of December 31, 1996. Mr. Crowell, a Director of
CCIM, has beneficial ownership of 15 Units.

         (b) Security Ownership of Management.

         Under the terms of the Partnership Agreement, the Partnership's affairs
are managed by the General Partner. CCIM owns units of general partnership
interest equivalent to 56.37 Units (2.015% of the Units outstanding as of
December 31, 1996). Mr. Crowell has beneficial ownership of Units.

         (c) Changes in Control.

         The Partnership knows of no arrangement the operation of which may at a
subsequent date result in a change in control of the Partnership.


Item 13. Certain Relationships and Related Transactions.

         (a)  through (d) - Not applicable.


                                    PART IV


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

         (a)     Exhibits.

1-1     Letter Amending Selling Agreement between the Partnership and Lehman
        Brothers Capital Management Corp. (filed as Exhibit 1.1 to Form 10-Q for
        the quarter ended July 31, 1986, and incorporated herein by reference).

1-2     Letter Amending Soliciting Dealer Agreements (filed as Exhibit 1.2 to
        Form 10-Q for the quarter ended July 31, 1986, and incorporated herein
        by reference).

3-1     Certificate of Limited Partnership of the Partnership as filed in the
        office of the County Clerk of New York County on May 14, 1982 (filed as
        Exhibit 3.2 to the Registration Statement No. 2-77668 and incorporated
        herein by reference).

3-2     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on December 21, 1982
        (filed as Exhibit 19.1 to Form 10-Q for the quarter ended January 31,
        1983, and incorporated herein by reference).

3-3     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on March 23, 1983 (filed
        as Exhibit 19.1 to Form 10-Q for the quarter ended April 30, 1993, and
        incorporated herein by reference).

3-4     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on July 8, 1983 (filed as
        Exhibit 19.1 to Form 10-Q for the quarter ended July 31, 1983, and
        incorporated herein by reference).

3-5     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on November 2, 1983.
        (filed as Exhibit 3.5 to Form 10-K for the fiscal year ended October 31,
        1983, and incorporated herein by reference).

3-6     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on February 8, 1984 (filed
        as Exhibit 19.1 to Form 10-Q for the quarter ended January 31, 1984, and
        incorporated herein by reference).

3-7     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on April 18, 1984 (filed
        as Exhibit 19.1 to Form 10-Q for the quarter ended April 30, 1984, and
        incorporated herein by reference).

3-8     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on August 21, 1984 (filed
        as Exhibit 19.1 to Form 10-Q for the quarter ended July 31, 1984, and
        incorporated herein by reference).

3-9     Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on January 31, 1985 (filed
        as Exhibit 19.1 to Form 10-Q for the quarter ended January 31, 1985, and
        incorporated herein by reference).

3-10    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on February 4, 1985 (filed
        as Exhibit 19.2 to Form 10-Q for the quarter ended April 30, 1985, and
        incorporated herein by reference).

3-11    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on May 2, 1985 (filed as
        Exhibit 19.1 to Form 10-Q for the quarter ended April 30, 1985, and
        incorporated herein by reference).

3-12    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on May 15, 1985 (filed as
        Exhibit 19.2 to Form 10-Q for the quarter ended April 30, 1985, and
        incorporated herein by reference).

3-13    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on August 2, 1985 (filed
        as Exhibit 3.15 to Amendment No. 2 to Registration Statement No. 2-93885
        and incorporated herein by reference).

3-14    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on October 9, 1985 (filed
        as Exhibit 3.14 to Form 10-K for the fiscal year ended October 31, 1985,
        and incorporated herein by reference).

3-15    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on November 4, 1985 (filed
        as Exhibit 3.15 to Form 10-K for the fiscal year ended October 31, 1985,
        and incorporated herein by reference).

3-16    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on February 5, 1985 (filed
        as Exhibit 19.1 to Form 10-Q for the quarter ended January 31, 1986, and
        incorporated herein by reference).

3-17    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on May 13, 1986 (filed as
        Exhibit 19.1 to Form 10-Q for the quarter ended July 31, 1986, and
        incorporated herein by reference).

3-18    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on June 6, 1986 (filed as
        Exhibit 19.2 to Form 10-Q for the quarter ended July 31, 1986, and
        incorporated herein by reference).

3-19    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on July 13, 1986 (filed as
        Exhibit 19.3 to Form 10-Q for the quarter ended July 31, 1986, and
        incorporated herein by reference).

3-20    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on July 21, 1986 (filed as
        Exhibit 19.4 to Form 10-Q for the quarter ended July 31, 1986, and
        incorporated herein by reference).

3-21    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on August 6, 1986 (filed
        as Exhibit 19.5 to Form 10-Q for the quarter ended July 31, 1986, and
        incorporated herein by reference).

3-22    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on September 5, 1986
        (filed as Exhibit 19.6 to Form 10-Q for the quarter ended July 31, 1986,
        and incorporated herein by reference).

3-23    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on October 6, 1986
        (previously filed).

3-24    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on November 7, 1986
        (previously filed).

3-25    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on December 4, 1986
        (previously filed).

3-26    Certificate Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on January 12, 1987 (filed
        as Exhibit 19.4 to Form 10-Q for the quarter ended January 31, 1987, and
        incorporated herein by reference).

3-27    Certificates Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on February 5, 1987, March
        4, 1987, March 9, 1987, April 8, 1987, and May 8, 1987 (filed as
        Exhibits 19.1 through 19.5 to Form 10-Q for the quarter ended April 30,
        1987, and incorporated herein by reference).

3-28    Certificates Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on June 4, 1987, July 8,
        1987, and August 10, 1987 (filed as Exhibits 19.1 through 19.3 to Form
        10-Q for the quarter ended July 31, 1987, and incorporated herein by
        reference).

3-29    Certificates Amending Certificate of Limited Partnership as filed in the
        office of the County Clerk of New York County on September 10, 1987,
        October 15, 1987, November 5, 1987, and November 16, 1987 (filed as
        Exhibits 19.1 through 19.4 to Form 10-Q for the quarter ended October
        31, 1987, and incorporated herein by reference).

3-30    Certificate of Amendment of the Certificate of Limited Partnership of
        the Partnership as filed in the office of the Secretary of State of the
        State of New York on October 2, 1995 (filed as Exhibit 3-30 to Form 10-K
        for the fiscal year ended December 31, 1995, and incorporated herein by
        reference).

10-1    Customer Agreement between the Partnership and Lehman Brothers Capital
        Management Corp. dated as of August 31, 1982 (filed as Exhibit 10.1 to
        Form 10-K for the fiscal year ended October 31, 1983, and incorporated
        herein by reference).

10-2    Management Agreement among the Partnership, Hayden Commodities Corp. and
        Richard D. Donchian dated as of August 31, 1982 (filed as Exhibit 10.2
        to Form 10-K for the fiscal year ended October 31, 1983, and
        incorporated herein by reference).

10-3    Letter extending Management Agreement among the Partnership, Hayden
        Commodities Corp. and Richard D. Donchian dated as of December 15, 1983
        (filed as Exhibit 10.3 to Form 10-K for the fiscal year ended October
        31, 1983, and incorporated herein by reference).

10-4    Letter Amending Management Agreement among the Partnership, Hayden
        Commodities Corp. and Richard D. Donchian dated as of January 23, 1984
        (filed as Exhibit 10.1 to Form 10-Q for the quarter ended January 31,
        1984, and incorporated herein by reference).

10-5    Letters dated December 31, 1985, and December 26, 1986, amending and
        extending the Management Agreement (filed as Exhibits 10.2 and 10.3 to
        Form 10-Q for the quarter ended April 30, 1987, and incorporated herein
        by reference).

10-6    Letter dated December 2, 1987, amending and extending the Management
        Agreement (previously filed).

10-7    Letter dated December 1, 1988, extending the Management Agreement (filed
        as Exhibit 10.7 to Form 10-K for the fiscal year ended December 31,
        1988, and incorporated herein by reference).

10-8    Letter dated December 14, 1989, extending the Management Agreement
        (previously filed).

10-9    Letter dated December 6, 1990, from Hayden Commodities Corp., as General
        Partner, to R. Parker Crowell extending Management Agreement (filed as
        Exhibit 10.9 to Form 10-K for the fiscal year ended December 31, 1991,
        and incorporated herein by reference).

10-10   Letter dated December 9, 1991, from Lehman Brothers Capital Management
        Corp. ("LBCMC"), as General Partner, to R. Parker Crowell extending
        Management Agreement (filed as Exhibit 10.10 to Form 10-K for the fiscal
        year ended December 31, 1991, and incorporated herein by reference).

10-11   Letter dated November 30, 1992, from LBCMC, as General Partner, to R.
        Parker Crowell extending Management Agreement (filed as Exhibit 10.11 to
        Form 10-K for the fiscal year ended December 31, 1992, and incorporated
        herein by reference).

10-12   Letter dated December 20, 1993, from Smith Barney Shearson Futures
        Management Inc., as General Partner, to R. Parker Crowell extending
        Management Agreement (filed as Exhibit 10.12 to Form 10-K for fiscal
        year ended December 31, 1993, and incorporated herein by reference).

10-13   Letter dated February 16, 1995, from Smith Barney Futures Management,
        Inc, as General Partner, to R. Parker Crowell extending Management
        Agreement (filed as Exhibit 10.13 to Form 10-K for fiscal year ended
        December 31, 1994, and incorporated herein by reference).

10-14   Letter dated May 1, 1995, from the Partnership to R. Parker Crowell and
        CCMC regarding the assignment of R. Parker Crowell's rights, duties and
        obligations under the Management Agreement to CCMC, and CCMC's
        assumption thereof (filed as Exhibit 10.1 to Form 10-Q for the quarter
        ended June 30, 1995, and incorporated herein by reference).

10-15   Letter dated June 21, 1995, from the Partnership to CCMC terminating the
        Management Agreement effective June 30, 1995 (filed as Exhibit 10.2 to
        Form 10-Q for the quarter ended June 30, 1995, and incorporated herein
        by reference).

10-16   Trading Manager Agreement made June 21, 1995, to become effective June
        30, 1995, between the Partnership and CCIM (filed as Exhibit 10.3 to
        Form 10-Q for the quarter ended June 30, 1995, and incorporated herein
        by reference).

10-17   Management Agreement made June 21, 1995, to become effective June 30,
        1995, among CCIM, CCMC and Marathon (filed as Exhibit 10.4 to Form 10-Q
        for the quarter ended June 30, 1995, and incorporated herein by
        reference).

10-18   Letter dated September 10,1996, from Coopers & Lybrand LLP ("Coopers")
        to the Securities and Exchange Commission regarding the concurrance of
        Coopers with the statements made by the Partnership in the Form 10-K/A1
        for the fiscal year ended December 31, 1995, concerning the change in
        the Partnership's independent accountant (filed as Exhibit 16-1 to Form
        10-K/A2 for the fiscal year ended December 31, 1996, and incorporated
        herein by reference).

27-1    Financial Data Schedule for the Fiscal Year Ended December 31, 1996
        (filed herein).


         (b) Report on Form 8-K: None filed.





                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.


COMMODITY TREND TIMING FUND II

By:     CHANG-CROWELL INVESTMENT MANAGEMENT INC.
Its:    General Partner


By:     /s/ Robert Ecke
        /s/ Robert Ecke, President

Date:   March 31, 1997


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities indicated as of March 31, 1997.


By:     /s/ Robert Ecke
        Robert Ecke, President and Director
        of Chang-Crowell Investment Management Inc.



Date:   March 31, 1997


By:     /s/ Bruce N. Terry
        Bruce N. Terry, Treasurer and Director
        of Chang-Crowell Investment Management Inc.

Date:   March 31, 1997