FORM 10-KSB--Annual or Transitional Report
                            Under Section 13 or 15(d)
                                   FORM 10-KSB

 [X]  Annual  Report  Under  Section 13 or 15(d) of the  Securities  Exchange
      Act of 1934 [No Fee Required]

                    For the fiscal year ended December 31, 2001

 [ ]  Transition Report Under Section 13 or 15(d) of the Securities  Exchange
      Act of 1934 [No Fee Required]

                        For the transition period from to

                         Commission file number 0-19242

                       UNITED INVESTORS GROWTH PROPERTIES II
                   (Name of small business issuer in its charter)


    Missouri                                                     43-1542902
(State or other jurisdiction                                  (I.R.S. Employer
incorporation or organization)                               Identification No.)

                          55 Beattie Place, P.O. Box 1089
                        Greenville, South Carolina 29602
                      (Address of principal executive offices)

                                 (864) 239-1000
                            Issuer's telephone number

           Securities registered under Section 12(b) of the Exchange Act:

                                      None

           Securities registered under Section 12(g) of the Exchange Act:

                      Units of Limited Partnership Interest
                                (Title of class)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 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 ___

Check if there is no disclosure of delinquent  filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure  will be contained,  to
the  best  of  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part III of this Form  10-KSB or any
amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year:  $908,000

State the aggregate  market value of the voting  partnership  interests  held by
non-affiliates  computed  by  reference  to the price at which  the  partnership
interests  were sold,  or the average bid and asked  prices of such  partnership
interests, as of December 31, 2001. No market exists for the limited partnership
interests of the Registrant,  and,  therefore,  no aggregate market value can be
determined.
                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None


<PAGE>





                                     PART I

Item 1.     Description of Business

United Investors Growth  Properties II (the  "Registrant" or  "Partnership"),  a
Missouri Limited  Partnership,  was organized as a limited partnership under the
laws of the State of Missouri on March 23, 1990. The  Partnership is governed by
an Agreement of Limited  Partnership  dated February 22, 1991.  United Investors
Real Estate, Inc. ("UIRE"), a Delaware corporation,  is the sole general partner
(the "General  Partner") of the  Partnership.  UIRE was  wholly-owned  by MAE GP
Corporation  ("MAE GP").  Effective  February 25,  1998,  MAE GP was merged into
Insignia Properties Trust ("IPT"), which is a subsidiary of Apartment Investment
and  Management  Company  ("AIMCO"),  a publicly  traded real estate  investment
trust.  Thus, the General Partner is now a wholly owned subsidiary of AIMCO. The
Partnership  Agreement provides that the Partnership is to terminate on December
31, 2020 unless terminated prior to such date.

The Registrant is engaged in the business of operating and holding existing real
estate  properties  for  investment.  The  Registrant  owns a 100% interest in a
limited  liability  corporation  which owns an  apartment  complex (See "Item 2.
Description of Properties").

Commencing on or about June 18, 1990,  the  Partnership  offered,  pursuant to a
Registration Statement filed with the Securities and Exchange Commission,  up to
a maximum of 80,000 Units of limited partnership  interest (the "Units") at $250
per Unit with a minimum  required  purchase of eight Units or $2,000 (four Units
or $1,000 for an  Individual  Retirement  Account).  The  offering  was extended
beyond the initial  termination  date of June 18, 1992. On October 26, 1992, the
General Partner terminated the extended offering period. Upon termination of the
offering,  the Partnership had accepted subscriptions for 20,661 Units resulting
in gross  offering  proceeds  of  approximately  $5,165,000.  Since its  initial
offering,  the  Partnership  has not  received,  nor are  the  limited  partners
required to make, any additional capital contributions.

The Registrant  has no employees.  Management  and  administrative  services are
provided by the General Partner and by agents  retained by the General  Partner.
An  affiliate  of the General  Partner has been  providing  property  management
services.

The business in which the  Partnership is engaged is highly  competitive.  There
are other  residential  properties  within the market  area of the  Registrant's
property.  The number and quality of  competitive  properties,  including  those
which may be managed by an affiliate of the General Partner in such market area,
could have a  material  effect on the rental  market for the  apartments  at the
Registrant's  property  and the rents that may be charged  for such  apartments.
While the General  Partner and its  affiliates  own and/or control a significant
number  of  apartment  units in the  United  States,  such  units  represent  an
insignificant  percentage of total  apartment  units in the United  States,  and
competition for the apartments is local.

Both the income and expenses of operating the property owned by the  Partnership
are subject to factors outside of the Partnership's  control, such as changes in
the supply and demand for  similar  properties  resulting  from  various  market
conditions, increases/decreases in unemployment or population shifts, changes in
the  availability of permanent  mortgage  financing,  changes in zoning laws, or
changes in patterns or needs of users. In addition,  there are risks inherent in
owning  and  operating  residential   properties  because  such  properties  are
susceptible  to the  impact of  economic  and other  conditions  outside  of the
control of the Partnership.


<PAGE>


There have been, and it is possible there may be other, Federal, state and local
legislation  and  regulations   enacted   relating  to  the  protection  of  the
environment.  The Partnership is unable to predict the extent,  if any, to which
such new  legislation  or  regulations  might occur and the degree to which such
existing or new legislation or regulations  might adversely  affect the property
owned by the Partnership.

The  Partnership  monitors its property for evidence of  pollutants,  toxins and
other  dangerous  substances,  including  the presence of  asbestos.  In certain
cases,  environmental  testing has been performed  which resulted in no material
adverse  conditions  or  liabilities.  In no case has the  Partnership  received
notice  that  it  is  a  potentially   responsible  party  with  respect  to  an
environmental clean up site.

A further description of the Partnership's business is included in "Management's
Discussion and Analysis or Plan of Operation"  included in "Item 6" of this Form
10-KSB.

Item 2.     Description of Property

The following table sets forth the Partnership's investment in property:

                             Date of
                             Purchase      Type of Ownership          Use

Stone Ridge Apartments       07/01/92    Fee ownership subject     Apartment
  Overland Park, KS                      to first mortgage (1)     106 units

(1)   Property  is  held  by  a  limited  liability  corporation  in  which  the
      Registrant owns a 100% interest.

Schedule of Property

Set forth  below for the  Registrant's  property  is the gross  carrying  value,
accumulated  depreciation,  depreciable life, method of depreciation and Federal
tax basis.

<TABLE>
<CAPTION>

                             Gross
                            Carrying   Accumulated   Depreciable              Federal
Property                     Value     Depreciation      Life      Method    Tax Basis
                                (in thousands)                             (in thousands)

<S>                          <C>          <C>           <C>                    <C>
Stone Ridge Apartments       $4,227       $1,404        5-27.5      S/L        $2,823
</TABLE>

See  "Note A" of the  consolidated  financial  statements  included  in "Item 7.
Financial  Statements"  for a  description  of  the  Partnership's  depreciation
policy.



<PAGE>


Schedule of Property Indebtedness

The  following  table  sets  forth  certain  information  relating  to the  loan
encumbering the Registrant's property.

<TABLE>
<CAPTION>

                              Principal                                       Principal
                             Balance At      Stated                            Balance
                            December 31,    Interest   Period    Maturity       Due At
Property                        2001          Rate    Amortized    Date      Maturity (1)
                           (in thousands)                                   (in thousands)

<S>                            <C>           <C>       <C>       <C>   <C>      <C>
Stone Ridge Apartments         $3,154        7.13%     30 yrs    12/01/04       $3,018
</TABLE>

(1)   See "Item 7. Financial  Statements - Note B" for information  with respect
      to the Registrant's ability to prepay this loan and other specific details
      about the loan.

Schedule of Rental Rates and Occupancy

Average annual rental rate and occupancy for 2001 and 2000 for the property:

                                   Average Annual            Average Annual
                                    Rental Rate                Occupancy
                                     (per unit)
Property                         2001         2000         2001         2000

Stone Ridge Apartments          $8,959       $8,775         90%          95%

The Managing General Partner attributes the decrease in occupancy at Stone Ridge
Apartments  to other  properties in the area  offering  concessions  and tenants
buying homes due to low home mortgage interest rates.

As noted under "Item 1.  Description of Business",  the real estate  industry is
highly  competitive.  The Partnership's  property is subject to competition from
other residential apartment complexes in the locality in which it operates.  The
General Partner believes that the property is adequately  insured.  The property
is an  apartment  complex  which leases its units for lease terms of one year or
less. No  residential  tenant leases 10% or more of the available  rental space.
The property is in good physical  condition,  subject to normal depreciation and
deterioration as is typical for assets of this type and age.

Schedule of Real Estate Taxes and Rates

Real estate taxes and effective rate in 2001 for the property were:

                                     2001            2001
                                     Taxes           Rate
                                (in thousands)

Stone Ridge Apartments                $59            1.06%



<PAGE>


Capital Improvements

Stone Ridge Apartments

Stone Ridge Apartments spent approximately  $19,000 on capital  improvements for
the year ended December 31, 2001. These improvements  consisted primarily of air
conditioning  and carpet  replacements.  These  improvements  were  funded  from
operating  cash flow and  Partnership  reserves.  The  Partnership  is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $31,800.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.

Item 3.     Legal Proceedings

The Partnership is unaware of any pending or outstanding  litigation that is not
of a routine nature arising in the ordinary course of business.

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

During the quarter ended  December 31, 2001, no matters were submitted to a vote
of Unit holders through the solicitation of proxies or otherwise.


<PAGE>


                                     PART II

Item 5.     Market for Partnership Equity and Related Partner Matters

The Partnership,  a publicly held limited  partnership,  offered and sold 20,661
limited partnership units aggregating approximately $5,165,000.  The Partnership
currently  has 475  holders  of record  owning  an  aggregate  of 20,661  units.
Affiliates  of  the  General  Partner  owned  2,692  limited  partnership  units
representing  13.03% of the outstanding units as of December 31, 2001. No public
trading market has developed for the Units,  and it is not anticipated that such
a market will develop in the future.

The following table sets forth the distributions made by the Partnership for the
years ended December 31, 2000 and 2001 (see "Item 6" for further details):

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/00 - 12/31/00              $ 1,738 (1)           $83.30
       01/01/01 - 12/31/01                  452 (2)            21.63

(1)   Consists of approximately $410,000 of cash from operations,  approximately
      $289,000  of  cash  from  the  refinancing  of  Riverwalk  Apartments  and
      approximately $1,039,000 of cash from the sale of Riverwalk Apartments.

(2)   Consists of cash from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity,  refinancing,  and/or the sale of the property.  The Registrant's cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations  after required capital  expenditures to permit  distributions to its
partners in 2002 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,692 limited  partnership units in
the Partnership  representing  13.03% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  When voting on
matters  AIMCO  would in all  likelihood  vote the units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.



<PAGE>


Item 6.     Management's Discussion and Analysis or Plan of Operation

The  matters  discussed  in this Form  10-KSB  contain  certain  forward-looking
statements  and  involve  risks and  uncertainties  (including  changing  market
conditions,   competitive  and  regulatory   matters,   etc.)  detailed  in  the
disclosures  contained  in this  Form  10-KSB  and the  other  filings  with the
Securities and Exchange Commission made by the Registrant from time to time. The
discussion of the  Registrant's  business and results of  operations,  including
forward-looking  statements  pertaining  to such  matters,  does not  take  into
account the effects of any changes to the  Registrant's  business and results of
operation.  Accordingly,  actual  results  could  differ  materially  from those
projected in the forward-looking  statements as a result of a number of factors,
including those identified herein.

This  item  should  be read  in  conjunction  with  the  consolidated  financial
statements and other items contained elsewhere in this report.

Results of Operations

The   Registrant's  net  income  for  the  year  ended  December  31,  2001  was
approximately  $18,000 as compared to net income of  approximately  $858,000 for
the year ended  December 31, 2000. The decrease in net income for the year ended
December 31, 2001 is primarily attributable to the impact of the refinancing and
subsequent sale of Riverwalk Apartments during the year ended December 31, 2000.

Excluding  the  operations,  gain on sale,  and  extraordinary  losses  on early
extinguishment  of debt of Riverwalk  Apartments,  the Partnership had income of
approximately  $20,000 for both the years ended  December 31, 2001 and 2000. Net
income remained unchanged because the decrease in total revenues was offset by a
decrease in total expenses. Total revenues decreased due to a decrease in rental
income which was largely  offset by an increase in other  income.  Rental income
decreased  due to a decrease in occupancy and an increase in bad debt expense at
Stone Ridge  Apartments which was partially offset by an increase in the average
rental rate. Other income increased primarily due to the settlement of a lawsuit
at Stone Ridge Apartments regarding defective siding at the property.

Total expenses  decreased  primarily due to decreased general and administrative
expenses which were partially offset by increased  operating  expenses.  General
and administrative  expenses  decreased due to decreases in legal,  professional
and audit  expenses.  Included  in general and  administrative  expenses at both
December 31, 2001 and 2000, are  reimbursements  to the General  Partner allowed
under  the  Partnership   Agreement   associated  with  its  management  of  the
Partnership.  Costs associated with the quarterly and annual communications with
investors  and  regulatory  agencies  and  the  annual  audit  required  by  the
Partnership  Agreement are also included.  Operating  expenses  increased due to
increases in appliance  rental and payroll  expenses which were partially offset
by decreases in utility and contract decorating expenses.

On August 31, 2000, Riverwalk Apartments, located in Houston, Texas, was sold to
an unaffiliated party for $4,350,000. After payment of closing expenses, the net
sales proceeds received by the Partnership were  approximately  $4,193,000.  The
Partnership  used a portion of the proceeds to pay off the mortgage  encumbering
the property of  $2,958,000.  The  remaining  proceeds were  distributed  to the
partners  in  September  2000.  The  sale  resulted  in a gain of  approximately
$959,000.   The  Partnership  also  recorded  an  extraordinary  loss  on  early
extinguishment  of debt of approximately  $62,000 as the result of the write-off
of the remaining unamortized loan costs.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market environment of its investment  property to assess the
feasibility of increasing rents,  maintaining or increasing occupancy levels and
protecting the Partnership from increases in expense.  As part of this plan, the
General  Partner  attempts  to  protect  the  Partnership  from  the  burden  of
inflation-related  increases in expenses by increasing  rents and  maintaining a
high overall occupancy level. However, due to changing market conditions,  which
can  result in the use of rental  concessions  and rental  reductions  to offset
softening market conditions, there is no guarantee that the General Partner will
be able to sustain such a plan.

Liquidity and Capital Resources

At  December  31,  2001,  the  Registrant  had  cash  and  cash  equivalents  of
approximately  $62,000 as compared  to  approximately  $382,000 at December  31,
2000. The decrease in cash and cash equivalents of approximately  $320,000 since
December 31, 2000,  is due to  approximately  $492,000 of cash used in financing
activities and approximately  $29,000 of cash used in investing activities which
was  partially  offset by  approximately  $201,000 of cash provided by operating
activities.  Cash used in financing  activities  consisted of  distributions  to
partners  and  payments  of  principal  made  on the  mortgage  encumbering  the
Registrant's  property.  Cash used in investing activities consisted of property
improvements and replacements and deposits to escrow accounts  maintained by the
mortgage  lender.  The  Partnership  invests  its  working  capital  reserves in
interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating  needs of the Registrant and to comply with Federal,
state, and local legal and regulatory requirements. The Partnership is currently
evaluating the capital  improvement needs of the property for the upcoming year.
The  minimum  amount to be  budgeted is expected to be $300 per unit or $31,800.
Additional  improvements  may be  considered  and will  depend  on the  physical
condition of the property as well as replacement  reserves and anticipated  cash
flow generated by the property.  The capital  expenditures will be incurred only
if cash is available from operations or from Partnership reserves. To the extent
that  such  budgeted  capital  improvements  are  completed,   the  Registrant's
distributable cash flow, if any, may be adversely affected at least in the short
term.

The  Registrant's  current assets are thought to be sufficient for any near-term
needs  (exclusive  of capital  improvements)  of the  Registrant.  The  mortgage
indebtedness for Stone Ridge of approximately  $3,154,000 matures on December 1,
2004 at which time a balloon  payment of  approximately  $3,018,000  is due. The
General  Partner  will attempt to refinance  such  indebtedness  and/or sell the
property  prior to the maturity  date.  If the property  cannot be refinanced or
sold for a  sufficient  amount,  the  Registrant  will risk losing the  property
through foreclosure.

During the year ended December 31, 2001, the Partnership paid cash distributions
from operations of approximately $452,000 (approximately $447,000 to the limited
partners or $21.63 per limited partnership unit). During the year ended December
31, 2000, the Partnership paid cash  distributions  of approximately  $1,738,000
(approximately  $1,721,000  to  the  limited  partners  or  $83.30  per  limited
partnership unit) of which approximately $410,000 (approximately $406,000 to the
limited partners or $19.66 per limited  partnership  unit) represented cash from
operations and  approximately  $289,000  (approximately  $286,000 to the limited
partners or $13.84 per limited  partnership unit) represented  proceeds from the
refinancing  of  Riverwalk   Apartments  in  December  1999  and   approximately
$1,039,000  (approximately  $1,029,000  to the  limited  partners  or $49.80 per
limited  partnership  unit)  represented  proceeds  from the  sale of  Riverwalk
Apartments. Future cash

<PAGE>


distributions  will depend on the levels of net cash generated from  operations,
the  availability  of  cash  reserves  and  the  timing  of the  debt  maturity,
refinancing and/or the sale of the property. The Registrant's cash available for
distribution is reviewed on a monthly basis. There can be no assurance, however,
that the  Partnership  will  generate  sufficient  funds from  operations  after
required capital improvements to permit distributions to its partners in 2002 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,692 limited  partnership units in
the Partnership  representing  13.03% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters,  which would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.

Recent Accounting Pronouncements

In August 2001, the Financial  Accounting  Standards  Board issued SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived  Assets".  SFAS No. 144
provides  accounting  guidance for  financial  accounting  and reporting for the
impairment or disposal of long-lived  assets.  SFAS No. 144 supersedes  SFAS No.
121,  "Accounting  for the  Impairment of Long-Lived  Assets and for  Long-Lived
Assets to be Disposed Of". SFAS No. 144 is effective for fiscal years  beginning
after  December  15, 2001.  The General  Partner  does not  anticipate  that its
adoption  will have a material  effect on the  financial  position or results of
operations of the Partnership.


<PAGE>


Item 7.     Financial Statements


UNITED INVESTORS GROWTH PROPERTIES II

LIST OF FINANCIAL STATEMENTS

         Independent Auditors' Report

         Consolidated Balance Sheet - December 31, 2001

         Consolidated  Statements of Operations - Years ended  December 31, 2001
         and 2000

         Consolidated  Statements  of Changes in Partners'  (Deficit)  Capital -
         Years ended December 31, 2001 and 2000

         Consolidated  Statements of Cash Flows - Years ended  December 31, 2001
         and 2000

         Notes to Consolidated Financial Statements

                          Independent Auditors' Report



The Partners
United Investors Growth Properties II

We have audited the accompanying  consolidated balance sheet of United Investors
Growth  Properties  II (the  "Partnership")  as of December  31,  2001,  and the
related  consolidated  statements of operations,  changes in partners' (deficit)
capital  and cash  flows  for each of the  years in the  two-year  period  ended
December  31,   2001.   These   consolidated   financial   statements   are  the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  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 consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial position of the Partnership as
of December 31, 2001,  and the results of its  operations and its cash flows for
each of the years in the two-year  period ended December 31, 2001, in conformity
with accounting principles generally accepted in the United States of America.


                                                                     /S/KPMG LLP


Greenville, South Carolina
March 6, 2002


<PAGE>




                      UNITED INVESTORS GROWTH PROPERTIES II

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2001
                        (in thousands, except per unit data)


<TABLE>
<CAPTION>


Assets
<S>                                                                          <C>
    Cash and cash equivalents                                                $  62
    Receivables and deposits                                                     7
    Restricted escrows                                                          12
    Other assets                                                                41
    Investment property (Notes B and E):
      Land                                                 $ 425
      Buildings and related personal property               3,802
                                                            4,227
      Less accumulated depreciation                        (1,404)           2,823
                                                                           $ 2,945
Liabilities and Partners' Capital (Deficit)
Liabilities
    Accounts payable                                                         $ 23
    Tenant security deposit liabilities                                         16
    Accrued property taxes                                                      28
    Other liabilities                                                           61
    Mortgage note payable (Note B)                                           3,154

Partners' Capital (Deficit)
    General partner                                         $ 3
    Limited partners (20,661 units issued
      and outstanding)                                       (340)            (337)
                                                                           $ 2,945

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                      UNITED INVESTORS GROWTH PROPERTIES II

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          (in thousands, except unit data)
<TABLE>
<CAPTION>


                                                               Years Ended December 31,
                                                                  2001         2000
Revenues:
<S>                                                               <C>         <C>
  Rental income                                                   $ 810       $ 1,404
  Other income                                                        98           85
  Gain on sale of investment property (Note F)                        --          959
         Total revenues                                              908        2,448

  Expenses:
  Operating                                                          354          590
  General and administrative                                          77          118
  Depreciation                                                       162          309
  Interest                                                           239          401
  Property taxes                                                      58          110
         Total expenses                                              890        1,528

Income before extraordinary item                                      18          920
Extraordinary loss on early extinguishment of debt
  (Note F)                                                            --          (62)

Net income (Note D)                                               $ 18         $ 858

Net income allocated to general partner                           $ --         $ 40
Net income allocated to limited partners                              18          818

                                                                  $ 18         $ 858
Per limited partnership unit:
  Income before extraordinary item                               $ 0.87       $ 42.56
  Extraordinary loss on early extinguishment of debt                  --        (2.97)

Net income                                                       $ 0.87       $ 39.59

Distributions per limited partnership unit                       $ 21.63      $ 83.30

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                      UNITED INVESTORS GROWTH PROPERTIES II

         CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' (DEFICIT) CAPITAL
                          (in thousands, except unit data)



<TABLE>
<CAPTION>

                                     Limited
                                   Partnership    General      Limited
                                      Units       Partner      Partners      Total

<S>                                  <C>            <C>        <C>          <C>
Original capital contributions       20,661         $ --       $ 5,165      $ 5,165

Partners' (deficit) capital at
   December 31, 1999                 20,661        $ (15)       $ 992        $ 977

Partners' distributions                  --           (17)      (1,721)      (1,738)

Net income for the year ended
   December 31, 2000                     --            40          818          858

Partners' capital at
   December 31, 2000                 20,661             8           89           97

Partners' distributions                  --            (5)        (447)        (452)

Net income for the year ended
   December 31, 2001                     --            --           18           18

Partners' capital (deficit) at
   December 31, 2001                 20,661         $ 3         $ (340)      $ (337)

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>


                      UNITED INVESTORS GROWTH PROPERTIES II

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (in thousands)

<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                                2001          2000
Cash flows from operating activities:
<S>                                                             <C>          <C>
   Net income                                                   $ 18         $ 858
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation                                                 162          309
      Amortization of loan costs                                    12           15
      Extraordinary loss on early extinguishment
        of debt                                                     --           62
      Gain on sale of investment property                           --         (959)
      Change in accounts:
        Receivables and deposits                                    29          217
        Other assets                                                 3           12
        Accounts payable                                            14          (96)
        Tenant security deposit liabilities                         (8)         (22)
        Accrued property taxes                                      --           (4)
        Other liabilities                                          (29)          18
          Net cash provided by operating activities                201          410

Cash flows from investing activities:
    Property improvements and replacements                         (19)        (102)
    Net (deposits to) receipts from restricted escrows             (10)          27
    Net proceeds from sale of investment property                   --        4,193
          Net cash (used in) provided by investing
             activities                                            (29)       4,118

Cash flows from financing activities:
   Payments on mortgage notes payable                              (40)         (80)
   Repayment of mortgage note payable                               --       (2,958)
   Loan costs paid                                                  --          (18)
   Partners' distributions                                        (452)      (1,738)
          Net cash used in financing activities                   (492)      (4,794)

Net decrease in cash and cash equivalents                         (320)        (266)

Cash and cash equivalents at beginning of year                     382          648

Cash and cash equivalents at end of year                        $ 62         $ 382

Supplemental disclosure of cash flow information:
   Cash paid for interest                                       $ 245        $ 387

            See Accompanying Notes to Consolidated Financial Statements
</TABLE>


<PAGE>





                      UNITED INVESTORS GROWTH PROPERTIES II

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2001


Note A - Organization and Significant Accounting Policies

Organization:  United  Investors  Growth  Properties  II (the  "Partnership"  or
"Registrant"), a Missouri Limited Partnership, was organized in March 1990, with
the initial  group of limited  partners  being  admitted on February  22,  1991.
Additional  partners were admitted each month  thereafter  through October 1992.
The   Partnership   was  formed  to  acquire  and  operate   certain   types  of
income-producing  real estate.  United Investors Real Estate, Inc. (the "General
Partner"),  is the  general  partner.  The  General  Partner  is a  wholly-owned
subsidiary of Apartment Investment and Management Company ("AIMCO"),  a publicly
traded real estate  investment  trust. The directors and officers of the General
Partner also serve as executive  officers of AIMCO.  The  Partnership  Agreement
provides  that the  Partnership  is to  terminate  on  December  31, 2020 unless
terminated prior to such date. The Partnership commenced operations on March 23,
1990, and completed its acquisition of apartment properties on July 1, 1992. The
Partnership operates one apartment property located in Kansas.

Principles of consolidation:  The consolidated  financial statements include all
the accounts of the  Partnership and its 100% owned limited  liability  company,
Stone Ridge  Apartments,  L.L.C.  and its 99.99%  owned  partnership,  Riverwalk
Apartments  Limited  Partnership  ("Riverwalk").  The  Partnership  is the  sole
general partner of Riverwalk and an unaffiliated  individual is the sole limited
partner.  The  Partnership is able to control the major  operating and financial
policies of Riverwalk. As a result, the Partnership consolidates its interest in
these two  entities,  whereby all  accounts  are  included  in the  consolidated
financial  statements of the Partnership  with all  inter-entity  accounts being
eliminated.  The  minority  interest of the limited  partner of Riverwalk is not
material to the Partnership.

Cash and cash equivalents: Includes cash on hand and in banks. At certain times,
the amount of cash deposited at a bank may exceed the limit on insured deposits.
Cash  balances  included  approximately  $56,000 at  December  31,  2001 that is
maintained by an affiliated  management company on behalf of affiliated entities
in cash concentration accounts.

Tenant  security  deposits:  The  Partnership  requires  security  deposits from
lessees for the duration of the lease.  Deposits  are  refunded  when the tenant
vacates, provided the tenant has not damaged the apartment and is current on its
rental payments.

Investment  property:  The investment property consists of one apartment complex
which is  stated at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. In accordance with Statement of Financial  Accounting Standards ("SFAS")
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets  to Be  Disposed  Of",  the  Partnership  records  impairment  losses  on
long-lived assets used in operations when events and circumstances indicate that
the assets might be impaired  and the  undiscounted  cash flows  estimated to be
generated by those assets are less than the carrying amounts of those assets. No
adjustments  for impairment of value were necessary for the years ended December
31, 2001 or 2000. See "Recent Accounting Pronouncements" below.

Depreciation:  Depreciation  is  provided by the  straight-line  method over the
estimated lives of the apartment  properties and related personal property.  For
Federal income tax purposes,  the  accelerated  cost recovery method is used for
real property over 18 years for additions after March 15, 1984 and before May 9,
1985, and 19 years for additions  after May 8, 1985, and before January 1, 1987.
The modified  accelerated  cost recovery method is used for  depreciation of (1)
real property over 27 1/2 years and (2) personal additions over 5 years.

Restricted Escrow: A replacement  reserve account was established at Stone Ridge
Apartments  when it was  refinanced.  The  property  makes  monthly  deposits to
maintain a Replacement  Reserve  designated for repairs and  replacements at the
property. At December 31, 2001, this reserve totaled approximately $12,000.

Loan Costs:  Loan costs are deferred and are amortized as interest  expense over
the term of the related loan.  Unamortized loan costs of  approximately  $35,000
are included in other assets at December 31, 2001.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting   principles   generally  accepted  in  the  United  States  requires
management to make estimates and assumptions that affect the amounts reported in
the financial  statements and  accompanying  notes.  Actual results could differ
from those estimates.

Fair Value of Financial Instruments: SFAS No. 107, "Disclosures about Fair Value
of  Financial  Instruments",  as amended  by SFAS No.  119,  "Disclosures  about
Derivative  Financial  Instruments  and Fair  Value of  Financial  Instruments",
requires  disclosure  of fair value  information  about  financial  instruments,
whether or not recognized in the balance  sheet,  for which it is practicable to
estimate  fair  value.  Fair value is defined in the SFAS as the amount at which
the  instruments  could be exchanged in a current  transaction  between  willing
parties,  other than in a forced or liquidation  sale. The Partnership  believes
that the carrying  amounts of its  financial  instruments  (except for long term
debt)  approximate  their fair  values due to the short term  maturity  of these
instruments.  The  fair  value  of  the  Partnership's  long  term  debt,  after
discounting the scheduled loan payments to maturity,  approximates  its carrying
balance.

Allocation of Net Income and Loss: In accordance with the Partnership Agreement,
net income and net loss (as defined in the Partnership Agreement, income or loss
of the Partnership determined without regard to gain or loss from sale) shall be
allocated 1% to the General Partner and 99% to the limited partners.

Gain/Loss from a Sale: Gain from a sale shall be allocated as follows: (a) first
to each partner who has a negative  capital  account,  an amount equal to (or in
proportion to if less than) such partner's  negative capital account balance and
(b) second,  99% to the limited  partners and 1% to the General  Partner,  until
each limited  partner has been allocated an amount equal to (or in proportion to
if less than) the excess,  if any, of such limited  partner's  adjusted  capital
investment over his capital account.

Loss from a sale shall be  allocated  as follows:  (a) first to each partner who
has a positive capital account,  an amount equal to (or in proportion to if less
than) such partner's positive capital account balance and (b) second, 99% to the
limited partners and 1% to the General Partner.

Anything in the  Partnership  Agreement  to the  contrary  notwithstanding,  the
interests of the General  Partner,  in the  aggregate,  in each material item of
income,  gain, loss, deduction and credit of the Partnership will be equal to at
least 1% of each item at all times during the existence of the Partnership.

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $29,000  and  $42,000  for the years ended
December 31, 2001 and 2000,  respectively,  were charged to operating expense as
incurred.

Leases: The Partnership  generally leases apartment units for twelve-month terms
or less. The Partnership recognizes income as earned on its leases. In addition,
the General  Partner's policy is to offer rental  concessions  during periods of
declining  occupancy  or in response  to heavy  competition  from other  similar
complexes  in the  area.  Concessions  are  charged  against  rental  income  as
incurred.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.  The General Partner believes that  segment-based  disclosures will not
result  in a  more  meaningful  presentation  than  the  consolidated  financial
statements as currently presented.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective   for  fiscal  years   beginning   after   December   15,  2001.   The
[Managing/Corporate]  General Partner does not anticipate that its adoption will
have a material effect on the financial position or results of operations of the
Partnership.

Note B - Mortgage Note Payable

<TABLE>
<CAPTION>

                             Principal     Monthly                           Principal
                            Balance At     Payment     Stated                 Balance
                           December 31,   Including   Interest  Maturity       Due At
Property                       2001        Interest     Rate      Date        Maturity
                                (in thousands)                             (in thousands)

<S>                           <C>            <C>       <C>      <C>   <C>      <C>
Stone Ridge Apartments        $3,154         $ 22      7.13%    12/01/04       $3,018
</TABLE>

The  mortgage  note  payable  is  nonrecourse  and is  secured  by pledge of the
Partnership's  property and by pledge of revenue from  operations  of the rental
property.  The mortgage  note payable  includes  prepayment  penalties if repaid
prior to  maturity.  Further,  the  property may not be sold subject to existing
indebtedness.

Scheduled principal payments on the mortgage note payable subsequent to December
31, 2001, are as follows (in thousands):

           2002             $ 43
           2003                47
           2004             3,064
                          $ 3,154

Note C - Transactions with Affiliated Parties

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Partnership  Agreement  provides  for payments to  affiliates  for property
management  services based on a percentage of revenue and for  reimbursement  of
certain expenses incurred by affiliates on behalf of the Partnership.

The following  payments were made to  affiliates of the General  Partner  during
each of the years ended December 31, 2001 and 2000:

                                                         2001       2000
                                                         (in thousands)
Property management fees (included in operating
  expenses)                                              $ 44       $ 74
Reimbursement for services of affiliates (included
  in general and administrative expenses)                  28         33

During the years ended  December  31, 2001 and 2000,  affiliates  of the General
Partner  were  entitled to receive 5% of gross  receipts  from the  Registrant's
property  as  compensation  for  providing  property  management  services.  The
Registrant  paid  to such  affiliates  approximately  $44,000  and  $74,000  for
management fees for the years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative  expenses amounting to approximately  $28,000 and $33,000 for the
years ended December 31, 2001 and 2000, respectively.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the Partnership paid AIMCO and its affiliates approximately $9,000 for insurance
coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,692 limited  partnership units in
the Partnership  representing  13.03% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.

Note D - Income Taxes

The Partnership has received a ruling from the Internal  Revenue Service that it
will  be  classified  as  a  partnership   for  Federal   income  tax  purposes.
Accordingly, taxable income or loss of the Partnership is reported in the income
tax returns of its partners.  Accordingly, no provision for income taxes is made
in the consolidated financial statements of the Partnership.

The  following is a  reconciliation  of reported net income and Federal  taxable
(loss) income (in thousands, except for per unit data):

                                                  2001        2000
Net income as reported                           $ 18        $ 858
Add (deduct):
  Deferred revenue and other liabilities           (27)         (2)
  Depreciation differences                          (1)         46
Federal taxable (loss) income                    $ (10)      $ 902
Federal taxable (loss) income per limited
  partnership unit                              $(0.48)     $43.22


The following is a reconciliation between the Partnership's reported amounts and
Federal  tax basis of net  assets  and  liabilities  at  December  31,  2001 (in
thousands):


Net liabilities as reported                                $ (337)
Differences in basis of assets and liabilities:
  Accumulated depreciation                                      1
  Deferred Revenue and other                                    9
  Syndication costs                                           681
  Net assets - tax basis                                   $ 354




<PAGE>


Note E- Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>

                                                    Initial Cost
                                                   To Partnership
                                                   (in thousands)

                                                            Buildings      Net Costs
                                                           and Related    Capitalized
                                                             Personal    Subsequent to
Description                    Encumbrances       Land       Property     Acquisition
                              (in thousands)                             (in thousands)

<S>                               <C>             <C>         <C>            <C>
Stone Ridge Apartments            $3,154          $ 425       $3,265         $ 537
</TABLE>

<TABLE>
<CAPTION>

                 Gross Amount At Which
                        Carried
                  At December 31, 2001
                     (in thousands)

                        Buildings
                           And
                         Personal            Accumulated     Date of      Date    Depreciable
Description      Land    Property   Total   Depreciation   Construction Acquired  Life-Years
                                           (in thousands)
<S>             <C>       <C>      <C>         <C>            <C>       <C>   <C>   <C>
Stone Ridge     $ 425     $3,802   $4,227      $1,404         1987      07/01/92    5-27.5
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                        Years Ended December 31,
                                          2001           2000
                                             (in thousands)
Investment Properties
Balance at beginning of year             $ 4,208       $ 8,668
  Property improvements                       19           102
  Sale of investment property                 --        (4,562)
Balance at end of year                   $ 4,227       $ 4,208

Accumulated Depreciation
Balance at beginning of year             $ 1,242       $ 2,261
  Depreciation expense                       162           309
  Sale of investment property                 --        (1,328)
Balance at end of year                   $ 1,404       $ 1,242

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2001  and  2000,  is  approximately  $4,227,000  and  $4,208,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2001 and 2000,  is  approximately  $1,404,000  and  $1,241,000,
respectively.

Note F - Sale of Investment Property

On August 31, 2000, Riverwalk Apartments, located in Houston, Texas, was sold to
an unaffiliated party for $4,350,000. After payment of closing expenses, the net
sales proceeds received by the Partnership were  approximately  $4,193,000.  The
Partnership  used a portion of the proceeds to pay off the mortgage  encumbering
the  property  of  $2,958,000.  The  sale  resulted  in a gain of  approximately
$959,000  and  an  extraordinary  loss  on  early   extinguishment  of  debt  of
approximately  $62,000  consisting of the write-off of  unamortized  loan costs,
which was recognized during the year ended December 31, 2000.

Note G - Distributions

During the year ended December 31, 2001, the Partnership paid cash distributions
from operations of approximately $452,000 (approximately $447,000 to the limited
partners or $21.63 per limited partnership unit). During the year ended December
31, 2000, the Partnership paid cash  distributions  of approximately  $1,738,000
(approximately  $1,721,000  to  the  limited  partners  or  $83.30  per  limited
partnership unit) of which approximately $410,000 (approximately $406,000 to the
limited partners or $19.66 per limited  partnership  unit) represented cash from
operations and  approximately  $289,000  (approximately  $286,000 to the limited
partners or $13.84 per limited  partnership unit) represented  proceeds from the
refinancing  of  Riverwalk   Apartments  in  December  1999  and   approximately
$1,039,000  (approximately  $1,029,000  to the  limited  partners  or $49.80 per
limited  partnership  unit)  represented  proceeds  from the  sale of  Riverwalk
Apartments.




<PAGE>



Item 8. Changes  In  and  Disagreements   with  Accountants  on  Accounting  and
        Financial Disclosure

            None.


<PAGE>


                                    PART III

Item 9.     Directors, Executive Officers,   Promoters   and  Control   Persons,
            Compliance with Section 16(a) of the Exchange Act

United Investors Growth  Properties II (the  "Registrant" or the  "Partnership")
has no officers or directors.  United Investors Real Estate, Inc. ("UIRE" or the
"General  Partner")  manages  and  controls  the  Partnership  and  has  general
responsibility and authority in all matters affecting its business.

The names of the directors and  executive  officers of UIRE,  their ages and the
nature of all positions with UIRE presently held are as follows:

Name                    Age    Position

Patrick J. Foye         44     Executive Vice President and Director

Martha L. Long          42     Senior Vice President and Controller

Patrick J. Foye has been  Executive  Vice  President and Director of the General
Partner since October 1, 1998.  Mr. Foye has served as Executive  Vice President
of AIMCO since May 1998.  Prior to joining AIMCO,  Mr. Foye was a partner in the
law firm of Skadden,  Arps, Slate,  Meagher & Flom LLP from 1989 to 1998 and was
Managing Partner of the firm's  Brussels,  Budapest and Moscow offices from 1992
through  1994.  Mr.  Foye is also  Deputy  Chairman  of the  Long  Island  Power
Authority and serves as a member of the New York State Privatization Council. He
received a B.A.  from Fordham  College and a J.D.  from Fordham  University  Law
School.

Martha L. Long has been  Senior Vice  President  and  Controller  of the General
Partner since October 1998 as a result of the acquisition of Insignia  Financial
Group, Inc. As of February 2001, Ms. Long was also appointed head of the service
business for AIMCO.  From June 1994 until January 1997,  she was the  Controller
for Insignia, and was promoted to Senior Vice President - Finance and Controller
in January 1997,  retaining  that title until  October  1998.  From 1988 to June
1994,  Ms. Long was Senior Vice  President and  Controller for The First Savings
Bank, FSB in Greenville, South Carolina.

One or more of the above persons are also directors and/or officers of a general
partner (or general partner of a general partner) of limited  partnerships which
either have a class of  securities  registered  pursuant to Section 12(g) of the
Securities Exchange Act of 1934, or are subject to the reporting requirements of
Section  15(d) of such Act.  Further,  one or more of the above persons are also
directors and/or officers of Apartment Investment and Management Company and the
general  partner  of  AIMCO  Properties,  L.P.,  entities  that  have a class of
securities  registered  pursuant to Section 12(g) of the Securities Exchange Act
of 1934, or are subject to the reporting  requirements of Section 15 (d) of such
Act.

The  executive  officers  and  director  of  the  General  Partner  fulfill  the
obligations  of the Audit  Committee  and  oversee the  Partnership's  financial
reporting  process on behalf of the General Partner.  Management has the primary
responsibility for the financial  statements and the reporting process including
the systems of internal controls. In fulfilling its oversight  responsibilities,
the executive  officers and director of the General Partner reviewed the audited
financial  statements with management including a discussion of the quality, not
just the  acceptability,  of the accounting  principles,  the  reasonableness of
significant  judgments,   and  the  clarity  of  disclosures  in  the  financial
statements.

The  executive  officers and director of the General  Partner  reviewed with the
independent  auditors,  who are  responsible  for  expressing  an opinion on the
conformity of those audited  financial  statements  with  accounting  principles
generally accepted in the United States,  their judgments as to the quality, not
just the  acceptability,  of the  Partnership's  accounting  principles and such
other  matters as are required to be discussed  with the Audit  Committee or its
equivalent under auditing standards  generally accepted in the United States. In
addition,  the  Partnership  has  discussed  with the  independent  auditors the
auditors' independence from management and the Partnership including the matters
in the written  disclosures  required by the  Independence  Standards  Board and
considered  the   compatibility   of  non-audit   services  with  the  auditors'
independence.

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2001 for filing with the Securities and Exchange Commission.

The General  Partner has reappointed  KPMG LLP as independent  auditors to audit
the financial  statements of the  Partnership  for the current fiscal year. Fees
for the last  fiscal  year were audit  services  of  approximately  $27,000  and
non-audit services (principally tax-related) of approximately $11,000.

Item 10.    Executive Compensation

Neither the  director nor any of the  officers of the General  Partner  received
remuneration from the Partnership.

Item 11.    Security Ownership of Certain Beneficial Owners and Management

Except as noted below, no person or entity was known by the Registrant to be the
beneficial  owner  of  more  than 5% of the  Limited  Partnership  Units  of the
Registrant as of December 31, 2001.

          Entity                         Number of Units   Percentage

          AIMCO Properties, LP
            (an affiliate of AIMCO)           2,692          13.03%

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 2000 South Colorado Boulevard, Denver, Colorado 80222.

Item 12.    Certain Relationships and Related Transactions

The Partnership has no employees and is dependent on the General Partner and its
affiliates for the management and administration of all Partnership  activities.
The  Partnership  Agreement  provides  for payments to  affiliates  for property
management  services based on a percentage of revenue and for  reimbursement  of
certain  expenses  incurred  by  affiliates  on behalf of the  Partnership.  The
following payments were made to affiliates of the General Partner during each of
the years ended December 31, 2001 and 2000:

                                                     2001         2000
                                                       (in thousands)

 Property management fees                            $ 44         $ 74
 Reimbursement for services of affiliates              28           33

During the years ended  December  31, 2001 and 2000,  affiliates  of the General
Partner  were  entitled to receive 5% of gross  receipts  from the  Registrant's
property  as  compensation  for  providing  property  management  services.  The
Registrant  paid  to such  affiliates  approximately  $44,000  and  $74,000  for
management fees for the years ended December 31, 2001 and 2000, respectively.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative  expenses amounting to approximately  $28,000 and $33,000 for the
years ended December 31, 2001 and 2000, respectively.

Beginning in 2001, the  Partnership  began insuring its properties up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability. The Partnership insures its properties above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the year ended December 31, 2001,
the Partnership paid AIMCO and its affiliates approximately $9,000 for insurance
coverage and fees associated with policy claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,692 limited  partnership units in
the Partnership  representing  13.03% of the  outstanding  units at December 31,
2001. A number of these units were  acquired  pursuant to tender  offers made by
AIMCO or its  affiliates.  It is  possible  that  AIMCO or its  affiliates  will
acquire additional limited partnership  interests in the Partnership for cash or
in exchange  for units in the  operating  partnership  of AIMCO  either  through
private purchases or tender offers. Under the Partnership Agreement, unitholders
holding a majority of the units are  entitled  to take action with  respect to a
variety of matters  which  would  include  voting on certain  amendments  to the
Partnership  Agreement and voting to remove the General Partner.  When voting on
matters,  AIMCO would in all  likelihood  vote the units it acquired in a manner
favorable to the interest of the General Partner because of its affiliation with
the General Partner.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            None.

      (b)   Reports on Form 8-K filed during the fourth quarter of 2001:

            None.
                                   SIGNATURES


In  accordance  with  Section 13 or 15(d) of the Exchange  Act, the  Partnership
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                    UNITED INVESTORS GROWTH PROPERTIES II


                                    By:   United Investors Real Estate, Inc.,
                                          General Partner


                                    By:   /s/Patrick J. Foye
                                          Patrick J. Foye
                                          Executive Vice President


                                    By:   /s/Martha L. Long
                                          Martha L. Long
                                          Senior Vice President
                                          and Controller


                                    Date: March 29, 2002


In  accordance  with the Exchange  Act, this report has been signed below by the
following  persons on behalf of the  Registrant and in the capacities and on the
date indicated.


/s/Patrick J. Foye            Executive Vice President      Date:March 29, 2002
Patrick J. Foye               and Director


/s/Martha L. Long             Senior Vice President         Date:March 29, 2002
Martha L. Long                and Controller



<PAGE>



                                INDEX TO EXHIBITS


Exhibit

1    Form of Dealer Manager Agreement between the General Partner and the Dealer
     Manager,  including Form of Soliciting  Broker  Agreement;  incorporated by
     reference to Exhibit 1 to  Amendment  No. 1 to  Partnership's  Registration
     Statement (File No. 33-34111) previously filed on June 8, 1990.

2.1  Agreement  and Plan of Merger,  dated October 1, 1998 and filed October 16,
     1998,  by and between AIMCO and IPT  (incorporated  by reference to Exhibit
     2.1 filed with Registrant's  Current Report on Form 8-K, dated,  October 1,
     1998).

3    Certificate of Limited  Partnership and Amendment thereto;  incorporated by
     reference to Exhibit 3 to  Amendment  No. 1 to  Partnership's  Registration
     Statement previously filed on June 8, 1990.

4.1  Form of Subscription Agreement; incorporated by reference to Exhibit 4.1 to
     Amendment No. 1 to Partnership's Registration Statement previously filed on
     June 8, 1990.

4.2  Agreement of Limited  Partnership of  Partnership  dated February 22, 1991;
     incorporated  by reference to Exhibit 4.2 to  Partnership's  Report on Form
     10-K previously filed on March 7, 1991.

4.2.1Amended and Restated Agreement of Limited  Partnership of Partnership dated
     June 1, 1992;  incorporated by reference to Exhibit 4.2.1 to  Partnership's
     Form 8-K, amending Partnership's Form 10-Q filed with the Commission on May
     15, 1992 previously filed on June 22, 1992.

4.3  Agreement of Joint Venture of Renaissance  Village  Associates  dated March
     22, 1991 between United  Investors  Growth  Properties (A Missouri  Limited
     Partnership) and United Investors Growth  Properties II (A Missouri Limited
     Partnership);  incorporated  by reference  to Exhibit 4.3 to  Partnership's
     Quarterly Report on Form 10-Q previously filed on April 24, 1991.

10.1 Escrow  Agreement among the  Partnership,  the Dealer  Manager,  and United
     Missouri Bank of Kansas City,  N.A.;  incorporated  by reference to Exhibit
     10.1 to Amendment No. 1 to Partnership's  Registration Statement previously
     filed on June 8, 1990.

10.1.1 Form of  Amendment  to Escrow  Agreement;  incorporated  by  reference to
     Exhibit 10.1.1 to Amendment No. 5 to Partnership's  Registration  Statement
     previously filed on February 24, 1992.

10.2 Agreement of Purchase  and Sale,  dated  August 27,  1990,  between  United
     Investors Real Estate, Inc., as purchaser, and Mueller Development Company,
     as seller,  relating to  Renaissance  Village  Apartments,  and  amendments
     thereto;  incorporated  by reference to Exhibit 10.2 to Amendment  No. 1 to
     Partnership's Registration Statement previously filed on December 6, 1990.



<PAGE>


10.2.1 Seventh and Eighth  Amendments  to Agreement of Purchase and Sale between
     United Investors Real Estate,  Inc., as purchaser,  and Mueller Development
     Company,   as  seller,   relating  to   Renaissance   Village   Apartments;
     incorporated  by reference  to Exhibit  10.2.1 to  Partnership's  Quarterly
     Report on Form 10-Q previously filed on April 24, 1991.

10.3 Agreement of Joint Venture of Renaissance  Village  Associates  dated March
     22, 1991;  incorporated  by reference to Exhibit 10.3 to Amendment No. 3 to
     Partnership's Registration Statement previously filed on April 10, 1991.

10.4 Promissory  Note and Deed of Trust with  respect to the  Permanent  Loan on
     Renaissance Village  Apartments;  incorporated by reference to Exhibit 10.3
     to  Partnership's  Quarterly  Report on Form 10-Q previously filed on April
     24, 1991.

10.5 Agreement  of Purchase  and Sale,  dated  January 9, 1992,  between  United
     Investors  Real Estate,  Inc., as purchaser,  and Normandy 104  Associates,
     Ltd.,  as seller,  relating to Riverwalk  Apartments,  and first and second
     amendments thereto;  incorporated by reference to Exhibit 10.5 to Amendment
     No. 5 to Partnership's  Registration Statement previously filed on February
     24, 1992.

10.5.1 Third  Amendment to the Agreement of Purchase and Sale,  dated January 9,
     1992 between United Investors Real Estate, Inc., as purchaser, and Normandy
     104  Associates,   Ltd.,  as  seller,  relating  to  Riverwalk  Apartments;
     incorporated by reference to Exhibit 10.5.1 to Partnership's Current Report
     on Form 8-K previously filed on April 13, 1992.

10.6 Promissory  Note and Deed of Trust with  respect to the  Permanent  Loan on
     Riverwalk  Apartments;   incorporated  by  reference  to  Exhibit  10.6  to
     Partnership's  Current  Report  on Form 8-K  previously  filed on April 13,
     1992.

10.7 Agreement of Limited Partnership of Riverwalk Associates, L.P., (a Missouri
     Limited Partnership), dated March 23, 1992, between United Investors Growth
     Properties II and Scott Wise;  incorporated by reference to Exhibit 10.7 to
     Partnership's  Current  Report  on Form 8-K  previously  filed on April 13,
     1992.

10.8 Real Estate Sale Agreement  between United Investors Real Estate,  Inc., as
     purchaser,  and The Travelers  Insurance  Company,  as seller,  relating to
     Stone  Ridge  Apartments;  incorporated  by  reference  to Exhibit  10.8 to
     Amendment No. 9 to Partnership's Registration Statement previously filed on
     June 1, 1992.

10.9 Promissory  Note with  respect to the General  Partner  loan on Stone Ridge
     Apartments;  incorporated  by reference to Exhibit  10.10 to  Partnership's
     Quarterly Report on Form 10-Q previously filed on August 12, 1992.

10.10Permanent  Loan  Commitment   with  respect  to  Stone  Ridge   Apartments;
     incorporated  by  reference  to Exhibit  10.11 to  Partnership's  Quarterly
     Report on Form 10-Q previously filed on August 12, 1992.



<PAGE>


10.11Mortgage,  Security  Agreement  and  Fixture  Filing  with  respect  to the
     Permanent  Loan on Stone Ridge  Apartments;  incorporated  by  reference to
     Exhibit 10.12 to  Partnership's  Quarterly  Report on Form 10-Q  previously
     filed on November 12, 1992.

10.12Mortgage  Note  with  respect  to  the   Permanent   Loan  on  Stone  Ridge
     Apartments.

10.13Stock  Purchase  Agreement  dated  December 4, 1992 showing the purchase of
     100% of the outstanding stock of United Investors Real Estate,  Inc. by MAE
     GP Corporation; incorporated by reference to Exhibit 10.14 to Partnership's
     Current Report on Form 8-K previously filed on December 31, 1992.

10.14Purchase  and Sale  Agreement,  made as of the 19th of July,  1995,  by and
     between Kauri Investments,  Ltd., a Washington corporation, and Renaissance
     Village Associates, JV, a Kansas joint venture.  (Incorporated by reference
     to the Annual Report on Form 10-KSB for the year ended December 31, 1995.)

10.15Amendment  to  Purchase  and  Sale  Agreement,  made as of the  10th day of
     August,  1995,  by  and  between  Kauri  Investments,  Ltd.,  a  Washington
     corporation,  and  Renaissance  Village  Associates,  JV,  a  Kansas  joint
     venture. (Incorporated by reference to the Annual Report on Form 10-KSB for
     the year ended December 31, 1995.)

10.16Multifamily  Note  dated  November  3, 1997,  by and  between  Stone  Ridge
     Apartments,  L.L.C., a South Carolina limited  liability company and Lehman
     Brothers Holdings, Inc., a Delaware corporation. (Incorporated by reference
     to the Quarterly  Report on Form 10-QSB for the quarter ended September 30,
     1997.)

10.17Multifamily  Note  dated  December  17,  1999,  by  and  between  Riverwalk
     Associates,  L.P.,  a  Missouri  limited  partnership  and GMAC  Commercial
     Mortgage Corporation, a California corporation.  (Incorporated by reference
     to the Annual Report on Form 10-KSB for the year ended December 31, 1999.)

10.18Purchase  and  Sale  Contract  related  to  Riverwalk   Apartments  between
     Registrant  and JMA  Properties  Inc., a Texas  corporation,  dated May 17,
     2000.  (Incorporated  by reference to the Current  Report on Form 8-K dated
     August 31, 2000.)

10.19Amendment to Purchase  and Sale  Contract  related to Riverwalk  Apartments
     between Registrant and JMA Properties Inc., a Texas corporation, dated June
     8, 2000. (Incorporated by reference to the Current Report on Form 8-K dated
     August 31, 2000.)

16   Letter  dated  October  1, 1998 from the  Registrant's  former  independent
     accountant  regarding  its  concurrence  with  the  statements  made by the
     Registrant  in this  current  report.  (Incorporated  by  reference  to the
     Registrant's Current Report on Form 8-K/A filed October 27, 1998.)

99.1 Portions of Partnership's  Prospectus dated June 18, 1990;  incorporated by
     reference to Exhibit 99.1 to  Partnership's  Report on Form 10-K previously
     filed on March 6, 1991.