FORM 10-KSB--Annual or Transitional Report
                            Under Section 13 or 15(d)
                   (As last amended by 34-31905, eff. 4/26/93)

[X]   Annual Report Under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 [Fee Required]

                   For the fiscal year ended December 31, 1995
                                       or
[  ]  Transition Report Under Section 13 or 15(d) of the
      Securities Exchange Act of 1934 [No Fee Required]

                  For the transition period.........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 of                             (I.R.S. Employer 
incorporation or organization)                               Identification No.)

One Insignia Financial Plaza, P.O. Box 1089
    Greenville, South Carolina                                      29602       
(Address of principal executive offices)                          (Zip Code)    

                    Issuer's telephone number (864) 239-1000
      
         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.  $1,529,037

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, 1995.  Market value information for the
Registrant's partnership interests is not available.  Should a trading market
develop for these interests, it is management's belief that such trading would
not exceed $25,000,000.
                                                                

                       DOCUMENTS INCORPORATED BY REFERENCE

1.  Portions of the Prospectus of Registrant dated June 18, 1990 (included in
Registration Statement, No. 33-34111 of Registrant) are incorporated by
reference into Parts I and III.

                                     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 pursuant to a Certificate of  Limited Partnership
filed on March 23, 1990, with  the Missouri Secretary of State.   The Registrant
is governed  by an Agreement  of Limited  Partnership dated  February 22,  1991.
United Investors Real Estate, Inc., a Delaware corporation, is  the sole general
partner (the "General Partner") of the Registrant.  The Registrant is engaged in
the business of acquiring and  operating multifamily residential and  commercial
properties and other income  producing real estate.  The Registrant has acquired
a 40%  interest in a  joint venture which owned  an apartment complex;  a 99.99%
interest in a  limited partnership which owns a  second apartment complex; and a
100%  interest in  a third  apartment complex.   During  the third  quarter, the
apartment complex owned  by the 40% owned joint venture was sold  (See Note B to
the  Consolidated Financial Statements).  These properties are further described
in "Item 2" below.

   Commencing  on or about June 18, 1990, the  Registrant began offering through
United Investors  Equity Services,  Inc., a former affiliate  of the  Registrant
(the  "Selling Agent"), 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).   Limited partners (the "Limited  Partners") are not  required to make
any additional  capital contributions.    The Units  were registered  under  the
Securities Act of 1933, as amended (the "Act"), under Registration Statement No.
33-34111, which Registration Statement was declared effective on June 18,  1990.
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  Registrant  had  accepted
subscriptions  for  20,661  Units   resulting  in  Gross  Offering  Proceeds  of
$5,165,250.

   The  real estate  business  is  highly competitive.   The  Registrant's  real
property investments are subject to competition from similar types of properties
in  the vicinities  in  which they  are located  and  the Partnership  is not  a
significant factor in  its industry.  In addition, various  limited partnerships
have  been  formed  by  related  parties  to  engage in  business  which  may be
competitive with the Registrant.

   The Registrant has no employees.  Management and administrative services  are
performed  by affiliates  of Insignia  Financial Group,  Inc. ("Insignia").  The
property manager is responsible for the day-to-day operations of each  property.
The General  Partner has  also selected affiliates  of Insignia  to provide real
estate advisory and asset management  services to the Partnership.   As advisor,
these affiliates provide all partnership accounting and administrative services,
investment  management, and  supervisory services  over property  management and
leasing.  For a  further discussion of property and partnership management,  see
"Item 12", which descriptions are herein incorporated by reference.

Item 2.  Description of Properties:

     The following table sets forth the Registrant's investments in properties:

                          Date of                 
                          Purchase     Type of Ownership            Use
                                    
 Riverwalk Apartments     03/31/92     General Partnership         Apartment  
  Houston, TX                          interest                    104 units
                                                                  
 Stone Ridge Apartments   07/01/92      Fee ownership subject      Apartment 
  Overland Park, KS                     to first mortgage.         106 units

   
Schedule of Properties:

<TABLE>
<CAPTION>

                             Gross                                 
                           Carrying     Accumulated   Useful               Federal
 Property                    Value      Depreciatio    Life     Method    Tax Basis
<S>                      <C>            <C>          <C>         <C>    <C>                         
 Riverwalk Apartments     $4,060,341     $503,437     5-27.5      S/L    $3,521,766
 Stone Ridge Apartments    3,976,741      463,096     5-27.5      S/L     3,503,777
                                                                                  
    Totals                $8,037,082     $966,533                        $7,025,543

</TABLE>
                                                              
   See Note A of the consolidated financial statements included in "Item 7"  for
a description of the Partnership's depreciation policy.


Schedule of Mortgages:
<TABLE>
<CAPTION>

                           Principal                                       Principal
                           Balance At    Stated                             Balance
                          December 31,  Interest      Period     Maturity    Due At
 Property                     1995        Rate     Amortized(a)    Date     Maturity
<S>                       <C>           <C>         <C>         <C>      <C>                          
 Riverwalk Apartments      $2,663,937    9.250%      30 years    04/01/02 $2,464,741
 Stone Ridge Apartments     2,368,900    8.375%      25 years    11/01/97  2,297,058
                                                                                    
    Total                  $5,032,837                                     $4,761,799
<FN>        
(a)  The mortgage loans  on each of the properties mature  at various times with
     balloon payments due at maturity.

</TABLE>

Schedule of Rental Rates and Occupancy:

                                Average Annual
                                 Rental Rates               Average Annual
                                  (per unit)                  Occupancy     
 Property                    1995           1994          1995           1994
                                                      
 Riverwalk Apartments       $7,230        $6,980           97%            95%
 Stone Ridge Apartments      6,969         6,581           97%            98%


   As noted  under "Item 1. Description  of Business," the real  estate industry
is highly competitive.  All  of the properties of the Partnership are subject to
competition from other residential apartment complexes in the area.  The General
Partner believes that all of the properties are adequately insured.   The multi-
family residential  properties' lease  terms  are  for one  year  or less.    No
residential tenant leases 10% or more of the available rental space.


Schedule of Real Estate Taxes and Rates:

                                             1995          1995
                                            Taxes          Rate
                                               
 Riverwalk Apartments                      $63,987        2.44%
 Stone Ridge Apartments                     50,590        1.38%
                                               

Item 3.  Legal Proceedings

    The Registrant is unaware  of any pending or outstanding litigation  that is
not of  a routine nature.  The  General Partner of the  Registrant believes that
all such pending or outstanding litigation will  be resolved without a  material
adverse effect  upon the   business, financial condition,  or operations  of the
Partnership.


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

    During the fourth  quarter of the fiscal  year ended December  31, 1995,  no
matters  were submitted to  a vote of Unit  holders through the  solicitation of
proxies or otherwise.

                                     PART II

Item 5.  Market for Partnership Equity and Related Partner Matters

    As  of  December  31, 1995,  the  number  of holders  of  record  of Limited
Partnership  Units was  562.   No public  trading market  has developed  for the
Units, and it is not anticipated that such a market will develop in the future.

    The  Partnership made  distributions of  cash generated  from  operations of
$206,151 and $154,853  for the twelve months ended  December 31, 1995 and  1994,
respectively.  Future distributions will depend on the levels  of cash generated
from operations and the availability of cash reserves.


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

Results of Operations

    The Partnership realized net  income of $72,369 for the year  ended December
31, 1995,  compared to a  net loss of  $638,928 for the year  ended December 31,
1994.  The increase in net income is primarily due to the  increase in equity in
net income of the joint  venture.  During the third quarter of 1995, Renaissance
Village  was sold  with  the Partnership's  share of  the gain  recognized being
approximately  $66,000  (See  Note  B  in the  Notes  to  Consolidated Financial
Statements in "Item 7").  In 1994, the Partnership recognized a loss of $544,885
resulting  from a  write-down  of  the carrying  value of  Renaissance  Village.
Rental revenues increased for the year ending December 31, 1995, compared to the
corresponding  period of 1994 as a  result of increased rental  rates at both of
the Partnership's  properties.   Further  contributing to  the increase  in  net
income was a  casualty gain  on replacement  of roofs  of $17,407.   During  the
fourth quarter  of 1995,  Riverwalk Apartments  replaced all of the  roofs as  a
result  of  wind and  hail  damages.    The  old  roofs,  which were  not  fully
depreciated, were written  off.  The Partnership received insurance  proceeds of
$52,505.   Other income increased  due to higher earnings related  to short term
certificates of deposit throughout 1995. Partially offsetting these increases in
revenue was an increase  in general and administrative expenses due to increased
general partner expense reimbursements in 1995.

    The General  Partner continues to monitor  the rental  market environment in
each location  of its properties to  assess the feasibility of  increasing rents
and maintaining or  increasing occupancy levels to protect the  Partnership from
increases in expense.  The General Partner expects to  be able, at a minimum, to
continue  protecting  the  Partnership  from  the  burden  of  inflation-related
increases  in  expenses  by  increasing  rents and  maintaining  a  high overall
occupancy  level.  However,  rental concessions and rental  reductions needed to
offset  softening market  conditions could  affect the  ability to  sustain this
plan.

Liquidity and Capital Resources

    At  December 31,  1995, the Partnership  held unrestricted  cash of $482,107
compared  to $512,838  at December  31, 1994.   Net  cash provided  by operating
activities  increased  primarily as  a result  of the  revenue and  other income
increases discussed above.  Net cash used in investing activities decreased as a
result of  reduced advances  to the joint  venture in 1995.   Net  cash used  in
financing activities  increased due  to an  increase in  partners' distributions
made in the twelve months ended December 31, 1995, compared to the twelve months
ended December 31, 1994.

    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 various  properties  to  adequately maintain  the
physical  assets as  well as  future maturing  mortgage obligations  and related
refinancing expenses.   Such assets are currently  thought to be  sufficient for
any  near-term needs of  the Partnership.   The  mortgage loans  on each  of the
properties mature  at various times  with balloon  payments due at maturity,  at
which  time the  properties will  either be  refinanced or  sold.   Future  cash
distributions will depend on the  levels of net cash  generated from operations,
refinancings,   property  sales,   and  the   availability  of   cash  reserves.
Distributions of  $206,151 were  made during 1995 compared  to $154,853  made in
1994.  The distributions  were made from cash generated by property  operations.
The General  Partner of  the Partnership anticipates that  the Partnership  will
continue  to make  cash distributions as  property operations  permit throughout
1996.


Item 7.  Financial Statements

UNITED INVESTORS GROWTH PROPERTIES II

LIST OF FINANCIAL STATEMENTS




           Independent Auditors' Report

           Consolidated Balance Sheet - December 31, 1995

           Consolidated Statements of Operations - Years ended December 31, 1995
           and 1994

           Consolidated Statements of Changes in Partners Capital/(Deficit) -  
           Years ended December 31, 1995 and 1994

           Consolidated Statements of Cash Flows - Years ended December 31, 1995
           and 1994

           Notes to Consolidated Financial Statements


INDEPENDENT AUDITORS' REPORT

The Partners
United Investors Growth Properties II 
(A Missouri Limited Partnership)

We have audited the accompanying consolidated balance sheet of United  Investors
Growth Properties II (A Missouri Limited Partnership) ("the Partnership") as  of
December  31,  1995, and  the  related  consolidated  statements  of operations,
changes in partners' capital (deficit), and cash flows for each of the two years
in  the period  ended December  31, 1995.   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.  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, such  consolidated financial statements present  fairly, in all
material respects,  the financial position of the Partnership as of December 31,
1995, and the results of its  operations and its cash flows for each of the  two
years  in the  period  ended December  31,  1995  in conformity  with  generally
accepted accounting principles.


/S/DELOITTE & TOUCHE LLP

Greenville, South Carolina
February 21, 1996


                      UNITED INVESTORS GROWTH PROPERTIES II

                           CONSOLIDATED BALANCE SHEET
                                        
                                December 31, 1995
                                                                       
                                                                         
 Assets                                                                    
   Cash and cash equivalents:                                              
     Unrestricted                                                $  482,107
     Restricted-tenant security deposits                             44,756
   Accounts receivable                                               13,267
   Escrows for taxes and insurance                                   19,409
   Restricted escrow                                                 70,250
   Other assets                                                     113,903
   Investment properties:  (Notes A & G)                                   
     Land                                         $ 1,071,000              
     Buildings and related personal property        6,966,082              
                                                    8,037,082              

     Less accumulated depreciation                  ( 966,533)    7,070,549
                                                                          
   Investment in joint venture (Note B)                              64,982
                                                                    
                                                                 $7,879,223
                                                                          
 Liabilities and Partners' Capital                                         

 Liabilities                                                               
   Accounts payable                                              $    8,215
   Tenant security deposits                                          44,756
   Accrued taxes                                                     25,295
   Other liabilities                                                 50,166
   Mortgage notes payable                                         5,032,837
 Partners' Capital                                                         
   General partner                                 $      539              
   Limited partners (20,661 units issued                                   
    and outstanding)                                2,717,415     2,717,954
                                                                           
                                                                 $7,879,223

           See Accompanying Notes to Consolidated Financial Statements

                      UNITED INVESTORS GROWTH PROPERTIES II

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                  
                                                                             
                                                 Years Ended December 31,
                                                 1995               1994     
 Revenues:                                                                
    Rental income                             $1,451,362        $1,385,025
    Other income                                  77,675            67,281
          Total revenues                       1,529,037         1,452,306
                                                                         
 Expenses:                                                                
    Operating                                    344,647           332,728
    General and administrative                    65,511            54,316
    Property management fees                      75,022            72,485
    Maintenance                                  130,290           134,665
    Depreciation                                 285,923           274,968
    Interest                                     471,008           475,955
    Property taxes                               118,596           109,364
          Total expenses                       1,490,997         1,454,481
                                                    
 Equity in net income (loss) of                                           
    joint venture (Note B)                        16,922          (636,753)
 Casualty gain                                    17,407                --
    Net income (loss) (Note F)                $   72,369        $ (638,928)
                                                                          
 Net income (loss) allocated to general                                   
    partner (Note D)                          $   12,911        $   (6,389)
 Net income (loss) allocated to limited                                   
    partners (Note D)                             59,458          (632,539)
                                                                         
                                              $   72,369        $ (638,928)
                                                           
 Net income (loss) per limited partnership                 
    unit                                      $     2.88        $   (30.62)  


           See Accompanying Notes to Consolidated Financial Statements
                                        

                       UNITED INVESTORS GROWTH PROPERTIES II

        CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL/(DEFICIT) 

<TABLE>
<CAPTION>
                                                                            
                                    Limited                
                                  Partnership   General      Limited
                                     Units      Partner      Partners        Total  
<S>                                 <C>       <C>          <C>          <C>                      
 Original capital contributions      20,661    $    100     $5,165,250   $5,165,350

 Partners' (deficit) capital                                                       
    at December 31, 1993             20,661    $ (2,373)    $3,647,890   $3,645,517

 Partners' distributions                 --      (1,548)      (153,305)    (154,853)

 Net loss for the year                                                             
    ended December 31, 1994              --      (6,389)      (632,539)    (638,928)

 Partners' (deficit) capital at                                                    
    December 31, 1994                20,661     (10,310)     2,862,046    2,851,736

 Partners' distributions                 --      (2,062)      (204,089)    (206,151)

 Net income for the year ended                                                     
    December 31, 1995                    --      12,911         59,458       72,369

 Partners' capital at                                                              
    December 31, 1995                20,661    $    539     $2,717,415   $2,717,954
                                                                                   
<FN>
           See Accompanying Notes to Consolidated Financial Statements

</TABLE>
                      UNITED INVESTORS GROWTH PROPERTIES II

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>                                                                    
                                                                           
                                                                             
                                                       Years Ended December 31,
                                                           1995            1994    
<S>                                                  <C>            <C>
 Cash flows from operating activities:                                         
    Net income (loss)                                 $  72,369      $ (638,928)
    Adjustments to reconcile net income (loss) to 
       net cash provided by operating                                          
       activities:                                                             
       Equity in net (income) loss of joint venture     (16,922)        636,753
       Depreciation                                     285,923         274,968
       Amortization of loan costs                        23,354          23,354
       Casualty gain                                    (17,407)             --
       Change in accounts:                                                     
        Restricted cash                                  (1,628)          1,280
        Accounts receivable                             (12,107)            861
        Escrows for taxes and insurance                  (3,425)         39,145
        Other assets                                       (151)         (1,121)
        Accounts payable                                (15,331)         12,511
        Tenant security deposit liabilities               1,893          (1,545)
        Accrued property taxes                           (1,200)        (32,457)
        Other liabilities                                19,945           4,292
                                                                              
            Net cash provided by operating                                     
                activities                              335,313         319,113
                                                                               
 Cash flows from investing activities:                                         
    Property improvements and replacements             (119,301)        (44,433)
    Advances to joint venture                           (18,000)        (46,850)
    Deposits to restricted escrow                       (15,600)        (16,900)
    Insurance proceeds from casualty item                52,505              --
                                                                              
            Net cash used in investing                                         
                activities                             (100,396)       (108,183) 
                                                                               
 Cash flows from financing activities:                                         
    Partners' distributions                            (206,151)       (154,853)
    Payments on mortgage notes payable                  (59,497)        (54,551)
                                                                               
            Net cash used in financing                                         
                activities                             (265,648)       (209,404)
                                                                              
 Net (decrease) increase in cash                        (30,731)          1,526
                                                                         
 Cash at beginning of year                              512,838         511,312
                                                                               
 Cash at end of year                                  $ 482,107       $ 512,838
                                                                              
 Supplemental disclosure of cash flow information:                             
    Cash paid for interest                            $ 447,655       $ 452,601

<FN>
           See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      UNITED INVESTORS GROWTH PROPERTIES II

                   Notes to Consolidated Financial Statements

                                December 31, 1995


Note A - Organization and Significant Accounting Policies

Organization:  United  Investors  Growth Properties  II  (the "Partnership"),  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.   Effective December 31,  1992, 100%  of the
General Partner's common stock was purchased by MAE GP Corporation, an affiliate
of Insignia Financial Group, Inc. ("Insignia").

Basis of accounting:  The  accompanying financial statements of  the Partnership
are  prepared on the accrual basis and, therefore, revenue is recorded as earned
and costs and expenses are recorded as incurred.

Cash and cash equivalents:

   Unrestricted:  Unrestricted cash and  cash equivalents includes cash  on hand
and  in banks  and money market funds  and certificates of deposit with original
maturities of three months or less.

   Restricted cash-tenant security deposits:  The Partnership  requires security
deposits from  lessees for the duration  of the lease  with such  deposits being
considered  restricted cash.   Deposits  are refunded  when the  tenant vacates,
provided the  tenant has  not damaged  its space and  is current  on its  rental
payments.

Investment in limited partnership: The Partnership owns a 99.99% interest and is
the sole general partner in Riverwalk Apartments Limited Partnership (A Missouri
Limited  Partnership) ("Riverwalk"),  a 104  unit  apartment complex  located in
Houston,  Texas. An  unaffiliated individual  is the  sole limited  partner. The
Partnership reflects  its  interest in  Riverwalk utilizing  full  consolidation
whereby  all  of the  accounts  of Riverwalk  are included  in  the consolidated
financial statements of the Partnership (intercompany accounts  are eliminated).
The minority interest of the limited partner is not material.

Income taxes:   For income  tax purposes,  the Partnership  reports revenue  and
costs and  expenses on the accrual  method.  No income tax  provisions have been
shown in the accompanying statements of operations since  the partners are taxed
in their individual capacities.

Note A - Organization and Significant Accounting Policies (continued)

Investment properties:  During 1995, the Partnership adopted FASB Statement  No.
121,  "Accounting for  the Impairment  of Long-Lived  Assets and  for Long-Lived
Assets to be Disposed of," which requires impairment losses to be recognized for
long-lived assets used  in operations when indicators of impairment  are present
and  the  undiscounted cash  flows  are not  sufficient to  recover  the assets'
carrying amount.  The impairment loss is measured by comparing the fair value of
the asset to its carrying amount.  The adoption of FASB No. 121 had no effect on
the Partnership's financial statements.

Depreciation is computed using straight-line methods over estimated useful lives
of twenty-seven  and one half years  for buildings and  improvements and five to
seven years for furniture and fixtures.

Other assets:  Included in other assets  are loan costs which are amortized over
the terms of the related notes.

Use of  Estimates:  The preparation  of financial statements in  conformity with
generally  accepted accounting principles 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:    In  1995,  the Partnership  implemented  Statement  of Financial
Accounting  Standards  No.  107,  "Disclosures  about  Fair  Value of  Financial
Instruments,"  which  requires  disclosure  of  fair  value   information  about
financial  instruments for which it is  practicable to estimate the  value.  The
carrying amount of the Partnership's cash and cash equivalents approximates fair
value due to short-term maturities.  The Partnership estimates the fair value of
its fixed  rate mortgages by discounted  cash flow analysis, based  on estimated
borrowing rates currently available to the Partnership.  

Advertising:   The Partnership  expenses the costs of  advertising as  incurred.
Advertising expense, included in operating expenses, was $12,478 and $14,921 for
the years ended December 31, 1995 and 1994, respectively.

Reclassifications:    Certain  reclassifications  have been  made  to  the  1994
information to conform to the 1995 presentation.


Note B - Investment In Joint Venture

The Partnership owns a  40% interest in Renaissance  Village Associates, a joint
venture with United Investors  Growth Properties,  an affiliated partnership  in
which  the General Partner is also  the sole General Partner.  The joint venture
owned a 124 unit apartment complex located in Seattle, Washington.
  

Note B - Investment In Joint Venture (continued)

On August 30, 1995, Renaissance  Village Apartments was sold  to an unaffiliated
party, Kauri Investments, Ltd.  The Partnership's  share of the gain  recognized
on the sale of the joint venture's property was approximately $66,000.  In 1994,
the  Partnership recognized a loss of $544,885  for its share of a write-down of
the carrying value of Renaissance to reduce the property's carrying value to its
then  estimated fair value.   Currently, the joint venture is  in the process of
being liquidated.  Once all the remaining  liabilities of the joint venture  are
satisfied, the remaining assets held by the joint venture will be distributed to
the joint venturers.

Condensed  balance  sheet  information  of  Renaissance  Village  Associates  at
December 31, 1995, is as follows:
                                                                              
                                              December 31,
                                                  1995    
    Assets                                              
                                                       
    Total Assets                                $162,455
                                                       
    Liabilities and Partners' Capital                   
    Total liabilities                                 --

    Partners' capital                            162,455
                                                       
    Total                                       $162,455


Condensed state of operations information  of Renaissance Village Associates for
the years ended December 31, 1995 and 1994, is as follows:


                                                      Years Ended December 31,
                                                       1995             1994 

    Revenue                                         $ 524,219     $   769,515
    Costs and Expenses                               (647,498)       (999,185)
    Gain on disposition of property                   165,584              --
    Provision for value impairment                         --      (1,362,212)
                                                                            
    Net Income (Loss)                               $  42,305     $(1,591,882)

In arriving at estimates of  fair value for real estate assets, numerous factors
are  considered, including  market  evaluations of  the  assets.   Prior  to the
implementation of FASB No. 121, the  primary factor in determining the estimated
fair  value of  the properties  was the  net operating  income of  each property
capitalized at  a rate deemed  reasonable for the type of  property adjusted for
market  conditions, physical  condition  of the  property and  other  factors to
assess whether any permanent impairment in value had occurred.    During  
interim  periods,  the  Partnership  reviewed  property operations specifically
to assess  whether any  events (such  as  major tenant  move outs, structural 
problems, or  market events)  had transpired  which would  cause the 
Partnership  to conclude  that  a permanent  impairment in  value  had occurred.
Adjustments to  these  estimates might  have been  necessary in  the event  that
future  economic conditions,  including occupancy  and leasing  rates, operating
costs,  interests rates,  the  terms  and availability  of  financing  and other
relevant factors varied  significantly from those assumed  in earlier estimates.
Due to continuing poor occupancy levels existing  in spite of the  Partnership's
efforts  to  increase  occupancy by  rental  concessions,  the  General  Partner
concluded  that a  permanent  impairment  in value  of Renaissance  Village  had
occurred.  Based on the General Partners' assessment of fair value, a write-down
of $1,362,212 was recorded as of December 31, 1994.


Note C - Mortgage Notes Payable
<TABLE>
<CAPTION>

                           Principal    Monthly                          Principal
                          Balance At    Payment     Stated                Balance
                           December    Including   Interest  Maturity     Due At
 Property                    1995       Interest     Rate      Date      Maturity
<S>                      <C>            <C>        <C>      <C>        <C>       
 Riverwalk Apartments     $2,663,937     $22,541    9.250%   04/01/02   $2,464,741
 Stone Ridge Apartments    2,368,900      19,721    8.375%   11/01/97    2,297,058
                                                                                 
       Total              $5,032,837     $42,262                        $4,761,799
</TABLE>
                                                                              
The estimated  fair value of  the Partnership's aggregate  debt is approximately
$5,191,000.  This value represents a general approximation of possible value and
is not necessarily indicative of the  amounts the Partnership may pay  in actual
market transactions.

The  mortgage notes payable are  nonrecourse and  are secured  by pledge  of the
respective properties and by pledge of revenue from operations of the respective
rental  properties.   The mortgage loan  collateralized by  Riverwalk Apartments
contains a clause providing for  a prepayment penalty of not less than 1% of the
outstanding balance of the mortgage and possible additional amounts depending on
interest  rates  in  effect  at  the  time of  prepayment.    The mortgage  loan
collateralized by  Stone Ridge Apartments  may be  extended for an additional  5
years subject  to the property  meeting certain  ratios as defined  in the note.
The loan is also subject to a prepayment penalty of 2% through October 31, 1996,
decreasing to 1% through maturity.


Note C - Mortgage Notes Payable (continued)

Scheduled maturities of principal are as follows:
      
      Years Ending December 31,                                        
               1996                              $   59,267            
               1997                               2,359,922            
               1998                                  29,983            
               1999                                  32,877            
               2000                                  36,051            
               Thereafter                         2,514,737            
                                                 $5,032,837            
Note D - Partners' Capital

Allocations  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.

Distributions  -  The Partnership  allocates  distributions  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.

Note D - Partners' Capital (continued)

Repurchase of Units - The  partnership agreement for the  Partnership contains a
provision which  states that the General Partner shall purchase up to 10% of the
limited partnership Units outstanding at the fifth anniversary date of  the last
Additional Closing Date and become a limited partner with respect to such units.
Any  Limited Partner desiring  to sell  all or any of  his Units  to the General
Partner must submit a  written request to the General Partner beginning  30 days
prior to the fifth anniversary date.

Note E - 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  services
(based  on a  percentage of  revenue) and as  reimbursement of  certain expenses
incurred  by affiliates on  behalf of  the Partnership.  The  following payments
were made to affiliates of Insignia in 1995 and 1994:
                                                                              
                                                         1995             1994  

       Property management fees                         $75,022          $72,485
       Reimbursement for services of affiliates          30,000           20,000

The Partnership insures its properties  under a master policy  through an agency
and insurer unaffiliated with the  General Partner.  An affiliate of the General
Partner  acquired,   in  the  acquisition  of  a   business,  certain  financial
obligations from an insurance agency which was  later acquired by the agent  who
placed  the  current  year's master  policy.    The  current  agent  assumed the
financial  obligations to  the affiliate  of the  General Partner,  who receives
payment  on these obligations from the  agent.  The amount  of the Partnership's
insurance  premiums  accruing to  the benefit  of the  affiliate of  the General
Partner by virtue of the agent's obligations is not significant.

Note F - Partner Tax Information

The following is a reconciliation between net  income (loss) as reported in  the
consolidated financial  statements  and federal  taxable loss  allocated to  the
partners  in the Partnership's  information return for the  years ended December
31, 1995 and 1994:

                                                    1995               1994  
                                                                             
 Net income (loss) as reported                   $  72,369          $(638,928)
 Add (deduct):                                                               
    Accrued expenses                                 1,000              5,500
    Deferred revenue and other liabilities        (531,816)           542,484
    Depreciation differences                        (1,262)            (2,928)
                                                                            
 Federal taxable loss                            $(459,709)         $ (93,872)
                                                                             
 Federal taxable loss                                                        
    per limited partnership unit                 $  (22.03)         $   (4.50)

                       
The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets and liabilities at December 31, 1995:

       Net assets as reported                               $2,717,954
       Differences in basis of assets and liabilities:                
         Investment properties at cost                          (6,476)
         Accumulated depreciation                              (38,530)
         Deferred Revenue and other                             52,056
         Syndication costs                                     681,086
         Net assets - tax basis                             $3,406,090


Note G - Investment Properties and Accumulated Depreciation

<TABLE>
<CAPTION>
                                                 Initial Cost
                                                To Partnership  
                                                                          Cost
                                                          Buildings   Capitalized
                                                         and Related   (Removed)
                                                          Personal     Subsequent
 Description                Encumbrances      Land        Property    Acquisition
<S>                          <C>          <C>           <C>             <C> 
 Riverwalk Apartments                                                            
  Houston, TX                 $2,663,937   $  646,000    $3,061,500      $398,621
                                                                         (45,780)
 Stone Ridge Apartments                                                          
  Overland Park, KS            2,368,900      425,000     3,265,150       286,591
                                                                                 
        Totals                $5,032,837   $1,071,000    $6,326,650      $639,432

</TABLE>                                                                     

<TABLE>
<CAPTION>                       
                                Gross Amount At Which Carried                                             
                                    At December 31, 1995                                                  

                                           Buildings                                                      
                                          And Related                                                     
                                            Personal                   Accumulated       Date of        Date     Depreciable
 Description                  Land          Property       Total       Depreciation   Construction    Acquired    Life-Years
<S>                      <C>             <C>            <C>              <C>             <C>         <C>           <C>
 Riverwalk Apartments     $  646,000      $3,414,341     $4,060,341       $503,437        1985        03/31/92      5-27.5
 Stone Ridge                 425,000       3,551,741      3,976,741        463,096        1987        07/01/92      5-27.5
                                                                                                         
         Totals           $1,071,000      $6,966,082     $8,037,082       $966,533                        
</TABLE>                                                           

Note G - Investment Properties and Accumulated Depreciation (continued)

Reconciliation of "Investment Properties and Accumulated Depreciation":

                                             Years Ended December 31,   
                                                1995            1994   
 Investment Properties                                                 
 Balance at beginning of year                $7,963,561      $7,919,128
   Property improvements                        119,301          44,433
   Disposals of property                        (45,780)             --
                                                                       
 Balance at End of Year                      $8,037,082      $7,963,561
                                                                      
 Accumulated Depreciation                                              
 Balance at beginning of year                $  691,292      $  416,324
   Depreciation expense                         285,923         274,968
   Disposals of property                        (10,682)             --
                                                                       
 Balance at end of year                      $  966,533      $  691,292

The aggregate  cost  of the  real estate  for  Federal  income tax  purposes  at
December  31, 1995,  is  $8,030,606.   The  accumulated depreciation  taken  for
Federal income tax purposes at December 31, 1995, is $1,005,063.

Note H - Contingencies

The Partnership is unaware of  any pending or outstanding litigation that is not
of  a routine  nature.   Management of  the Partnership  believes that  all such
pending  or outstanding litigation  will be resolved without  a material adverse
effect upon the business, financial condition, or operations of the Partnership.


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

    None.

                                    PART III

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

  The Registrant has no officers  or directors.  The General Partner manages and
controls  the Registrant  and has  general responsibility  and authority  in all
matters affecting its business.

  The  names of  the directors and  executive officers of  United Investors Real
Estate, Inc.  ("UIRE"), the  Partnership's General Partner, as  of December  31,
1995, their ages and  the nature of all  positions with UIRE, presently held  by
them are set forth below.   There are no  family relationships between or  among
any officers or directors.


          Name                         Age                Position           

         Carroll D. Vinson             55                President, Director 

         Robert D. Long, Jr.           28                Controller, Principal
                                                         Accounting Officer

         William H. Jarrard, Jr.       49                Vice President

         John K. Lines                 36                Secretary

         Kelley M. Buechler            38                Assistant Secretary


   Carroll D. Vinson has  been President of the General Partner and Metropolitan
Asset Enhancement, L.P. ("MAE") subsidiaries  since August 1994.  Prior to that,
during 1993 to  August 1994, Mr. Vinson was affiliated  with Crisp, Hughes & Co.
(regional CPA  firm) and  engaged  in various  other investment  and  consulting
activities.   Briefly, in early 1993,  Mr. Vinson served  as President and Chief
Executive  Officer of Angeles Corporation,  a real estate investment firm.  From
1991  to  1993,  Mr. Vinson  was  employed  by  Insignia  in  various capacities
including Managing  Director-President during  1991.   From  1986 to  1990,  Mr.
Vinson was  President and Director of  U.S. Shelter  Corporation, a real  estate
services  company, which sold  substantially all  of its  assets to  Insignia in
December 1990. 

   Robert  D. Long, Jr. is Controller and Principal Accounting Officer of the
General Partner and MAE subsidiaries.  Prior to joining MAE in February 1994, he
was an auditor for the State of Tennessee and was associated with the accounting
firm of Harshman  Lewis and Associates.   He is a graduate of the  University of
Memphis.

  William H.  Jarrard, Jr.  is Vice  President of  the General  Partner and  MAE
subsidiaries and  Managing Director  - Partnership   Administration of Insignia.
During the five years prior  to joining Insignia in 1991, he served in a similar
capacity for  U.S. Shelter.   He was  previously associated  with the accounting
firm, Ernst  and Whinney, for eleven  years.  Mr. Jarrard  is a graduate  of the
University of South Carolina and a certified public accountant.

  John K. Lines has  been Secretary of the General Partner and  MAE subsidiaries
since August 1994 and General Counsel and Secretary of Insignia since July 1994.
From May 1993 until June 1994,  Mr. Lines was the Assistant General Counsel  and
Vice President of Ocwen Financial Corporation in West Palm Beach, Florida.  From
October 1991  until April 1993,  Mr. Lines was a  Senior Attorney with  Banc One
Corporation in Columbus, Ohio.   From May 1984 until October 1991, Mr. Lines was
employed as an associate with Squire Sanders & Dempsey in Columbus, Ohio.

  Kelley  M.  Buechler is  Assistant Secretary  of the  General Partner  and MAE
subsidiaries and Assistant Secretary of Insignia.   During the five  years prior
to joining Insignia  in 1991, she served in a similar capacity for U.S. Shelter.
Ms. Buechler is a graduate of the University of North Carolina.


Item 10.  Executive Compensation

   None  of  the  directors and  officers  of  the General  Partner  received 
any remuneration from the Registrant.


Item 11.  Security Ownership of Certain Beneficial Owners and Management

  As of  February,  1996, no  person  was  known by  the  Registrant to  be  the
beneficial  owner of  more than  five percent  of the  outstanding Units  of the
Registrant.

  As of February, 1996,  no Units were owned  by the General Partner  or any  of
its officers and directors.


Item 12.  Certain Relationships and Related Transactions

  During  1995 and  1994, the General  Partner received  distributions of $2,062
and $1,548,  respectively.   For  a  description of  the distributions  and  the
allocation  of income  and  loss  to  which  the  General Partner  is  entitled,
reference is made to Note D of the financial statements included  in "Item 7" of
this report.

  The  Registrant  has  a  property management  agreements  with  affiliates  of
Insignia  pursuant to which such  affiliates have  assumed direct responsibility
for  day-to-day  management  of the  Partnership's  properties.    This  service
includes the  supervision of leasing, rent  collection, maintenance,  budgeting,
employment of personnel, payment of 
operating expenses, etc.  Insignia affiliates  received property management fees
equal to 5% of apartment  reserves.  During the twelve months ended December 31,
1995, and 1994, affiliates of  Insignia received $75,022 and $72,485 in fees for
property management, respectively.

  Pursuant   to  Section   9(e)  of   the  Registrant's   Agreement  of  Limited
Partnership, the General Partner may be reimbursed by the Registrant for certain
of  its administrative  costs.    The Partnership  shall reimburse  the  General
Partner  or its  affiliates the  actual cost of  goods, materials,  and services
obtained from unaffiliated parties.   Administrative  services performed by  the
General  Partner  or  its  affiliates  shall be  reimbursed  at  cost; provided,
however, that the  amounts charged do  not exceed the  lesser of (1) the  actual
cost  of such services, or (2) 90%  of the amount which the Partnership would be
required to  pay to an independent  party for  comparable services  in the  same
geographic location.

  For a  further description of  payments made by  the Registrant to  affiliates
for services and as reimbursement of  certain expenses incurred by affiliates on
behalf  of the  Registrant, see Note  E of the financial  statements included as
part of this report.

Item 13.  Exhibits and Reports on Form 8-K

        (a) Exhibits:  See Exhibit Index contained herein.

        (b)  Reports  on Form  8-K filed  in the  fourth quarter  of  fiscal 
             year 1995: None.



                                   SIGNATURES


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


                                       UNITED INVESTORS GROWTH PROPERTIES II 
                                       (A Missouri Limited Partnership)

                                       By:   United Investors Real Estate, Inc.,
                                             a Delaware Corporation, 
                                             its General Partner




                                       By:   /s/ Carroll D. Vinson              
                                             Carroll D. Vinson
                                             President







                                       Date: March 14, 1996


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



/s/ Carroll D. Vinson                  President               March 14, 1996
Carroll D. Vinson



/s/ Robert D. Long, Jr.                Controller and          March 14, 1996
Robert D. Long, Jr.                    Principal Accounting 
                                       Officer

                                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
            Registrant's Registration  Statement (File No. 33-34111)  previously
            filed on June 8, 1990.

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

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

4.2.1       Amended and Restated Agreement of Limited Partnership  of Registrant
            dated  June 1, 1992;  incorporated by reference to  Exhibit 4.2.1 to
            Registrant's Form  8-K, amending Registrant'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 Registrant's Quarterly Report on Form 10-Q previously
            filed on April 24, 1991.

10.1        Escrow  Agreement  among  the Registrant,  the  Dealer Manager,  and
            United Missouri Bank of Kansas City, N.A.; incorporated by reference
            to Exhibit  10.1 to  Amendment No.  1  to Registrant'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 Registrant'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  Registrant's  Registration
            Statement previously filed on December 6, 1990.

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
            Registrant'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 Registrant'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  Registrant'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  Registrant'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
            Registrant'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 Registrant'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 Registrant'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  Registrant's  Registration
            Statement previously filed on June 1, 1992.

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

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

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


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


10.14       Stock 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 Registrant's Current Report on Form 8-K previously filed on
            December 31, 1992.

10.15       Purchase 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.

10.16       Amendment 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.

16.1        Letter  of  KPMG  Peat   Marwick  to  the  Securities  and  Exchange
            Commission  pursuant to  the  requirement  of Item  304 (a)  (3)  of
            Regulation  S-K;  incorporated  by  reference  to  Exhibit  16.1  to
            Registrant's  Current Report on Form 8-K previously filed on October
            22, 1990.

16.2        Letter of Mayer Hoffman McCann, the Registrant's  former independent
            accountant, regarding  its concurrence with the  statements made  by
            the Registrant  is incorporated  by reference  to the exhibit  filed
            with Form 8-K dated August 30, 1993.

27          Financial Data Schedule

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