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, 2000

[ ]  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 of                           (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:  $2,448,000

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, 2000. 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").  Thus,  the General  Partner is now a wholly
owned  subsidiary of AIMCO (see "Transfer of Control"  below).  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 99.99% interest in a
limited partnership which owned an apartment complex. This apartment complex was
sold during the year ended December 31, 2000 (see "Item 7. Financial  Statements
- Note G" for further discussion). The Registrant also owns a 100% interest in a
limited  liability  corporation  (a "LLC") 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
properties.  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  properties 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  properties  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.

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 properties
owned by the Partnership.

The Partnership  monitors its properties 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.

Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia  Financial Group, Inc. and IPT merged into AIMCO, a
publicly  traded real estate  investment  trust,  with AIMCO being the surviving
corporation (the "Insignia Merger").  As a result, AIMCO acquired 100% ownership
interest in the General Partner.  The General Partner does not believe that this
transaction has had or will have a material effect on the affairs and operations
of the Partnership.

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    Useful                Federal
Property                      Value     Depreciation    Life    Method      Tax Basis
                                (in thousands)                           (in thousands)

<S>                          <C>           <C>         <C>                   <C>
Stone Ridge Apartments       $4,208        $1,242      5-27.5     S/L        $2,967
</TABLE>

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

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                        2000          Rate    Amortized    Date      Maturity (1)
                           (in thousands)                                   (in thousands)

<S>                            <C>           <C>       <C>       <C>   <C>      <C>
Stone Ridge Apartments         $3,194        7.13%     30 yrs    12/01/04       $3,018
</TABLE>

(1)   See "Item 7. Financial  Statements - Note C" 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 2000 and 1999 for the property:

                                   Average Annual            Average Annual
                                    Rental Rate                Occupancy
                                     (per unit)
Property                         2000         1999         2000         1999

Stone Ridge Apartments          $8,775       $8,532         95%          96%

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 2000 for the property were:

                                     2000            2000
                                     Taxes           Rate
                                (in thousands)

Stone Ridge Apartments                $56            1.02%

Capital Improvements

Riverwalk Apartments

Riverwalk Apartments spent approximately $53,000 on capital improvements for the
year ended December 31, 2000. These improvements consisted primarily of lighting
upgrades,  cabinet and countertop replacements,  carpet replacement,  structural
improvements,   and  office  equipment.  These  improvements  were  funded  from
operating cash flow. The property was sold on August 31, 2000.

Stone Ridge Apartments

Stone Ridge Apartments spent approximately  $49,000 on capital  improvements for
the year ended  December 31, 2000.  These  improvements  consisted  primarily of
structural  improvements,  submetering  improvements,  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  $275  per  unit  or  $29,150.  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, 2000, 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

The Partnership,  a publicly held limited  partnership,  offered and sold 20,661
limited partnership units aggregating approximately $5,165,000.  The Partnership
currently  has 481  holders  of record  owning  an  aggregate  of 20,661  units.
Affiliates  of  the  General  Partner  owned  2,535  limited  partnership  units
representing  12.27% of the outstanding units as of December 31, 2000. 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, 1999 and 2000 and subsequent to December 31, 2000 (see
"Item 6. Management's  Discussion and Analysis or Plan of Operation" for further
details).

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                      (in thousands)

       01/01/99 - 12/31/99              $   --                $   --
       01/01/00 - 12/31/00               1,738 (1)             83.30
      Subsequent to 12/31/00               298 (2)             14.28

(1)   Consists of approximately $410,000 of cash from operations,  approximately
      $289,000  of  cash  from  the  refinance  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 debt maturities,
refinancings,  and/or property sales.  The Registrant's  distribution  policy is
reviewed  on an annual  basis.  There  can be no  assurance,  however,  that the
Partnership  will  generate  sufficient  funds from  operations  after  required
capital expenditures to permit further  distributions to its partners in 2001 or
subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,535 limited  partnership units in
the Partnership  representing  12.27% of the  outstanding  units at December 31,
2000. 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.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $140.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  198 units  resulting  in its total
ownership  being  increased  to 2,733  units or 13.23% of the total  outstanding
units. 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  without   limitation,   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 their  affiliation
with the General Partner.

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,  2000  was
approximately $858,000 as compared to net income of approximately $2,000 for the
year ended  December  31,  1999.  The  increase in net income for the year ended
December 31, 2000 is  primarily  attributable  to an increase in total  revenues
resulting  from the gain on sale of  Riverwalk  Apartments  in August  2000,  as
discussed below, and a decrease in expenses resulting from the sale of Riverwalk
Apartments,  partially offset by the increase in extraordinary loss on the early
extinguishment  of debt of Riverwalk  Apartments  and the  cumulative  effect on
prior years of a change in accounting principle recognized during the year ended
December 31, 1999, as discussed below.

Excluding  the  operations,  gain on sale,  and  extraordinary  losses  on early
extinguishment  of debt of Riverwalk  Apartments  and the  cumulative  effect on
prior years of a change in accounting  principle,  the Partnership had income of
approximately  $2,000 for the year ended  December  31,  2000 and  approximately
$17,000  for the year  ended  December  31,  1999.  Income  decreased  due to an
increase in total expenses  partially  offset by an increase in total  revenues.
Total  revenues  increased due to an increase in rental income and other income.
Rental income increased as a result of an average annual rental rate increase at
Stone Ridge  Apartments which more than offset the slight decrease in occupancy.
Other income  increased  primarily due to an increase in interest  income due to
increased cash balances in interest-bearing accounts.

Total  expenses  increased  primarily  due to  increased  depreciation  expense.
Depreciation  expense  increased due to property  improvements  and replacements
completed during the past twelve months. All other expenses remained stable over
the comparable periods.  Included in general and administrative expenses at both
December 31, 2000 and 1999, 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.

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. For financial statement purposes,  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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior painting and major landscaping.  The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the  expenditures  and
it is consistent with industry practice and the policies of the General Partner.
The effect of the change in 1999 was to increase income by approximately $28,000
($1.36 per limited  partnership  unit).  The  cumulative  effect  adjustment  of
approximately  $46,000 is the result of applying  the  aforementioned  change in
accounting  principle  retroactively  and is  included  in income for 1999.  The
accounting  principle  change  will  not  have an  effect  on cash  flow,  funds
available  for   distribution  or  fees  payable  to  the  General  Partner  and
affiliates.

As part of the ongoing  business plan of the  Partnership,  the General  Partner
monitors the rental market  environment of its  investment  properties 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,  2000,  the  Registrant  had  cash  and  cash  equivalents  of
approximately  $382,000 as compared to  approximately  $648,000 at December  31,
1999. The decrease in cash and cash equivalents of approximately  $266,000 since
December 31, 1999, is due to approximately  $4,794,000 of cash used in financing
activities,  which was  partially  offset by  approximately  $4,118,000  of cash
provided by investing activities and approximately  $410,000 of cash provided by
operating   activities.   Cash  used  in  financing   activities   consisted  of
distributions  to  partners,   payments  of  principal  made  on  the  mortgages
encumbering the Registrant's properties,  the payoff of the mortgage encumbering
Riverwalk Apartments,  and the payment of loan costs. Cash provided by investing
activities  consisted of proceeds from the sale of Riverwalk  Apartments and net
receipts from escrow accounts maintained by the mortgage lender partially offset
by property  improvements and replacements.  The Partnership invests its working
capital reserves in money market accounts.

On December 29,  1999,  the  Partnership  refinanced  the  mortgage  encumbering
Riverwalk  Apartments.  The refinancing  replaced  indebtedness of approximately
$2,551,000  with a new  mortgage  in the  amount  of  $3,000,000.  The new  loan
required monthly principal and interest payments and was being amortized over 20
years. Total capitalized loan costs were  approximately  $47,000 during the year
ended  December  31,  1999.  The  Partnership  spent  approximately  $18,000  on
additional  loan costs during the year ended  December 31, 2000.  For  financial
statement   purposes,   the   Partnership   recognized   a  loss  on  the  early
extinguishment  of debt of  approximately  $53,000  consisting  of a  prepayment
penalty and the  write-off of  unamortized  loan costs.  This  property was sold
during the year ended December 31, 2000.

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  remaining  property  for the
upcoming year. The minimum amount to be budgeted is expected to be $275 per unit
or $29,150.  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  $3,194,000 matures on December 1,
2004.  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 such
property through foreclosure.

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.  Subsequent  to
December 31, 2000, the  Partnership  declared a distribution  from operations of
approximately $298,000 (approximately $295,000 to the limited partners or $14.28
per limited  partnership  unit). No cash distributions were made to the partners
during the year ended December 31, 1999. Future cash  distributions  will depend
on the levels of net cash generated from  operations,  the  availability of cash
reserves and the timing of debt maturities,  refinancings and/or property sales.
The Registrant's  distribution  policy is reviewed on an annual basis. There can
be no assurance,  however,  that the Partnership will generate  sufficient funds
from  operations  after  required  capital  improvements  to  permit  additional
distributions to its partners in 2001 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,535 limited  partnership units in
the Partnership  representing  12.27% of the  outstanding  units at December 31,
2000. 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.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $140.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  198 units  resulting  in its total
ownership  being  increased  to 2,733  units or 13.23% of the total  outstanding
units. 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  without   limitation,   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 their  affiliation
with the General Partner.

<PAGE>

Item 7.     Financial Statements

UNITED INVESTORS GROWTH PROPERTIES II

LIST OF FINANCIAL STATEMENTS

     Independent Auditors' Report

     Consolidated Balance Sheet - December 31, 2000

     Consolidated  Statements of Operations - Years ended  December 31, 2000 and
     1999

     Consolidated  Statements of Changes in Partners'  (Deficit) Capital - Years
     ended December 31, 2000 and 1999

     Consolidated  Statements of Cash Flows - Years ended  December 31, 2000 and
     1999

     Notes to Consolidated Financial Statements
<PAGE>

                          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,  2000,  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,   2000.   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, 2000,  and the results of its  operations and its cash flows for
each of the years in the two-year  period ended December 31, 2000, in conformity
with accounting principles generally accepted in the United States of America.


                                                                     /S/KPMG LLP


Greenville, South Carolina
February 6, 2001


<PAGE>



                      UNITED INVESTORS GROWTH PROPERTIES II

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2000
                          (in thousands, except unit data)


<TABLE>
<CAPTION>


Assets
<S>                                                                         <C>
    Cash and cash equivalents                                               $  382
    Receivables and deposits                                                    36
    Restricted escrows                                                           2
    Other assets                                                                56
    Investment properties (Notes C and F):
      Land                                                $   425
      Buildings and related personal property               3,783
                                                            4,208
      Less accumulated depreciation                        (1,242)           2,966
                                                                            $3,442
Liabilities and Partners' (Deficit) Capital
Liabilities
    Accounts payable                                                        $    9
    Tenant security deposit liabilities                                         24
    Accrued property taxes                                                      28
    Other liabilities                                                           90
    Mortgage notes payable (Note C)                                          3,194

Partners' Capital:
    General partner                                         $   8
    Limited partners (20,661 units issued
      and outstanding)                                         89               97
                                                                           $ 3,442
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements


<PAGE>


                      UNITED INVESTORS GROWTH PROPERTIES II

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                          (in thousands, except unit data)

<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                  2000         1999
Revenues:
<S>                                                             <C>          <C>
   Rental income                                                $ 1,404      $ 1,669
   Other income                                                      85           93
   Gain on sale of property (Note G)                                959           --
         Total revenues                                           2,448        1,762

Expenses:
   Operating                                                        590          648
   General and administrative                                       118          119
   Depreciation                                                     309          352
   Interest                                                         401          516
   Property taxes                                                   110          118
         Total expenses                                           1,528        1,753

 Income before extraordinary loss on early extinguishment
   of debt and cumulative effect of a change in accounting
   principle                                                        920            9

Extraordinary loss on early extinguishment of debt
   (Note C and G)                                                   (62)         (53)
Cumulative effect on prior years of a change in accounting
   for the cost of exterior painting and major
   landscaping (Note I)                                              --           46
Net income (Note E)                                              $  858        $   2

Net income allocated to general partner                          $   40        $  --
Net income allocated to limited partners                            818            2
                                                                 $  858        $   2
Per limited partnership unit:
   Income before extraordinary loss on early extinguishment
      of debt and cumulative effect of a change in
      accounting principle                                      $ 42.56       $ 0.44
   Extraordinary loss on early extinguishment of debt             (2.97)       (2.54)
   Cumulative effect on prior years of a change in
      accounting for the cost of exterior painting and
      major landscaping                                              --         2.20

Net income                                                      $ 39.59       $ 0.10

Distributions per limited partnership unit                      $ 83.30       $   --
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<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, 1998                 20,661        $ (15)       $   990        $ 975

Net income for the year ended
   December 31, 1999                     --            --             2            2

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' (deficit) capital at
   December 31, 2000                 20,661         $   8        $   89         $ 97
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                      UNITED INVESTORS GROWTH PROPERTIES II

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
<TABLE>
<CAPTION>

                                                             Years Ended December 31,
                                                                2000          1999
Cash flows from operating activities:
<S>                                                             <C>           <C>
   Net income                                                   $  858        $   2
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation                                                 309          352
      Amortization of loan costs                                    15           25
      Extraordinary loss on early extinguishment
        of debt                                                     62           53
      Cumulative effect on prior years of a change in
        accounting principle                                        --          (46)
      Gain on sale of investment property                         (959)          --
      Change in accounts:
        Receivables and deposits                                   217          (42)
        Other assets                                                12          (13)
        Accounts payable                                           (96)          92
        Tenant security deposit liabilities                        (22)           4
        Accrued property taxes                                      (4)         (74)
        Other liabilities                                           18          (15)

          Net cash provided by operating activities                410          338

Cash flows from investing activities:
    Property improvements and replacements                        (102)        (337)
    Net receipts from restricted escrows                            27           22
    Proceeds from sale of investment property                    4,193           --

          Net cash provided by (used in) investing
             activities                                          4,118         (315)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (80)         (68)
   Repayment of mortgage note payable                           (2,958)      (2,551)
   Proceeds from debt refinancing                                   --        3,000
   Loan costs paid                                                 (18)         (47)
   Prepayment penalty                                               --          (25)
   Partners' distributions                                      (1,738)          --

          Net cash (used in) provided by financing
             activities                                         (4,794)         309

Net (decrease) increase in cash and cash equivalents              (266)         332

Cash and cash equivalents at beginning of year                     648          316

Cash and cash equivalents at end of year                        $  382        $ 648

Supplemental disclosure of cash flow information:
   Cash paid for interest                                       $  387        $ 512
</TABLE>

            See Accompanying Notes to Consolidated Financial Statements

<PAGE>

                      UNITED INVESTORS GROWTH PROPERTIES II

                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000


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"). See "Note B
- Transfer of Control".  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 in the South.

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,  in banks and money  market
accounts.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances included approximately $214,000 at
December 31, 2000 that are  maintained by the 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,  and such  deposits  are  included  in
receivables  and  deposits.  Deposits  are  refunded  when the  tenant  vacates,
provided the tenant has not damaged the  apartment  and is current on its rental
payments.

Investment  properties:  Investment  properties consist 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, 2000 or 1999.

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 (1)
for real property over 15 years for additions  prior to March 16, 1984, 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, and (2) for personal
property  over 5 years for  additions  after  December  31,  1986,  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.

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the costs of exterior painting and major landscaping (see "Note I").

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
properties. At December 31, 2000, this reserve totaled approximately $2,000.

Loan Costs:  Loan costs are deferred and are amortized as interest  expense over
the term of the related loan.  Unamortized loan costs of  approximately  $48,000
are included in other assets at December 31, 2000.

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 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  amount of its  financial  instruments  (except for long term
debt)  approximates  their fair value 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  $42,000  and  $37,000  for the years ended
December 31, 2000 and 1999,  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 establishes  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.

Note B - Transfer of Control

Pursuant  to a series  of  transactions  which  closed  on  October  1, 1998 and
February 26, 1999,  Insignia Financial Group, Inc. and Insignia Properties Trust
merged into AIMCO, a publicly traded real estate  investment  trust,  with AIMCO
being the surviving  corporation  (the "Insignia  Merger").  As a result,  AIMCO
acquired 100% ownership  interest in the General  Partner.  The General  Partner
does not believe that this transaction has had or will have a material effect on
the affairs and operations of the Partnership.

Note C - Mortgage Note Payable

The principle terms of the mortgage note payable are as follows:
<TABLE>
<CAPTION>

                             Principal     Monthly                           Principal
                            Balance At     Payment     Stated                 Balance
                           December 31,   Including   Interest  Maturity       Due At
Property                       2000        Interest     Rate      Date        Maturity
                                (in thousands)                             (in thousands)

<S>                           <C>            <C>       <C>      <C>   <C>      <C>
Stone Ridge Apartments        $3,194         $ 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.

On December 29,  1999,  the  Partnership  refinanced  the  mortgage  encumbering
Riverwalk  Apartments.  The refinancing  replaced  indebtedness of approximately
$2,551,000  with a new  mortgage  in the  amount  of  $3,000,000.  The new  loan
required monthly principal and interest payments and was being amortized over 20
years. Total capitalized loan costs were  approximately  $47,000 during the year
ended  December  31,  1999.  The  Partnership  spent  approximately  $18,000  on
additional  loan costs during the year ended  December 31, 2000.  For  financial
statement   purposes,   the   Partnership   recognized   a  loss  on  the  early
extinguishment  of debt of  approximately  $53,000  consisting  of a  prepayment
penalty and the  write-off of  unamortized  loan costs.  This  property was sold
during the year ended December 31, 2000.

Scheduled principal payments on the mortgage note payable subsequent to December
31, 2000, are as follows (in thousands):

           2001               $    40
           2002                    43
           2003                    47
           2004                 3,064

                              $ 3,194

Note D - 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, 2000 and 1999:

                                                     2000      1999
                                                     (in thousands)
Property management fees (included in
  operating expenses)                                $ 74      $ 87
Reimbursement for services of affiliates
  (included in investment properties and
  general and administrative expenses)                 33        27

During the years ended  December  31, 2000 and 1999,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  both  of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The  Registrant  paid to such  affiliates  approximately  $74,000 and
$87,000  for  management  fees for the years ended  December  31, 2000 and 1999,
respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $33,000 and $27,000 for the
years ended December 31, 2000 and 1999, respectively.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,535 limited  partnership units in
the Partnership  representing  12.27% of the  outstanding  units at December 31,
2000. 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.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $140.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  198 units  resulting  in its total
ownership  being  increased  to 2,733  units or 13.23% of the total  outstanding
units. 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  without   limitation,   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 their  affiliation
with the General Partner.

Note E - Income Tax

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
income (loss) (in thousands, except for unit data):

                                                  2000        1999
Net income as reported                           $ 858       $   2
Add (deduct):
  Deferred revenue and other liabilities            (2)         17
  Depreciation differences                          46           7
  Cumulative effect on prior year of
   change in accounting principle                   --         (46)
Federal taxable income (loss)                    $ 902       $ (20)
Federal taxable income (loss) per limited
  partnership unit                              $43.22      $(0.96)

The following is a reconciliation between the Partnership's reported amounts and
Federal tax basis of net assets at December 31, 2000 (in thousands):

Net assets as reported                                        $  97
Differences in basis of assets and liabilities:
  Accumulated depreciation                                       19
  Deferred Revenue and other                                     19
  Syndication costs                                             681
  Net assets - tax basis                                      $ 816

Note F- 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            $3,194          $ 425       $3,265         $ 518
</TABLE>
<TABLE>
<CAPTION>

                 Gross Amount At Which
                        Carried
                  At December 31, 2000
                     (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     $3,783   $4,208      $1,242         1987      07/01/92    5-27.5
</TABLE>

Reconciliation of "Real Estate and Accumulated Depreciation":

                                        Years Ended December 31,
                                          2000           1999
                                             (in thousands)
Investment Properties
Balance at beginning of year             $ 8,668       $ 8,285
  Property improvements                      102           337
  Sale of investment property             (4,562)           --
  Cumulative effect on prior
    years of change in accounting
    principle                                 --            46
Balance at end of year                   $ 4,208       $ 8,668

Accumulated Depreciation
Balance at beginning of year             $ 2,261       $ 1,909
  Depreciation expense                       309           331
  Sale of investment property             (1,328)           --
  Cumulative effect on prior
    years of change in accounting
    principle                                 --            21
Balance at end of year                   $ 1,242       $ 2,261

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2000  and  1999,  is  approximately  $4,208,000  and  $8,610,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2000 and 1999,  is  approximately  $1,241,000  and  $2,256,000,
respectively.

Note G - 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.  For financial statement purposes, 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 H - Distributions

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.  Subsequent  to
December 31, 2000, the  Partnership  declared a distribution  from operations of
approximately $298,000 (approximately $295,000 to the limited partners or $14.28
per limited  partnership  unit). No cash distributions were made to the partners
during the year ended December 31, 1999.

Note I - Change in Accounting Principle

Effective  January 1, 1999, the Partnership  changed its method of accounting to
capitalize the cost of exterior painting and major landscaping.  The Partnership
believes that this accounting principle change is preferable because it provides
a better matching of expenses with the related benefit of the  expenditures  and
it is consistent with industry practice and the policies of the General Partner.
The effect of the change in 1999 was to increase income by approximately $28,000
($1.36 per limited  partnership  unit).  The  cumulative  effect  adjustment  of
approximately  $46,000 was the result of applying the  aforementioned  change in
accounting  principle  retroactively  and is  included  in income for 1999.  The
accounting  principle  change  will  not  have an  effect  on cash  flow,  funds
available  for   distribution  or  fees  payable  to  the  General  Partner  and
affiliates.


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

         None.


                                    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         43     Executive Vice President and Director

Martha L. Long          41     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  generally  accepted
accounting  principles,  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
generally  accepted  auditing  standards.   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 has approved the  inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2000 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 annual audit services of approximately $37,000 and
non-audit services (principally tax-related) of approximately $14,000.

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, 2000.

          Entity                         Number of Units   Percentage

          AIMCO Properties LP
            (an affiliate of AIMCO)           2,535          12.27%

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, 2000 and 1999:

                                                     2000         1999
                                                       (in thousands)

 Property management fees                            $ 74         $ 87
 Reimbursement for services of affiliates              33           27

During the years ended  December  31, 2000 and 1999,  affiliates  of the General
Partner  were  entitled  to  receive  5% of  gross  receipts  from  both  of the
Registrant's  properties  as  compensation  for  providing  property  management
services.  The  Registrant  paid to such  affiliates  approximately  $74,000 and
$87,000  for  management  fees for the years ended  December  31, 2000 and 1999,
respectively.

An  affiliate  of the General  Partner  received  reimbursement  of  accountable
administrative  expenses amounting to approximately  $33,000 and $27,000 for the
years ended December 31, 2000 and 1999, respectively.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,535 limited  partnership units in
the Partnership  representing  12.27% of the  outstanding  units at December 31,
2000. 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.  In this regard, on February 8, 2001, AIMCO
Properties, L.P., commenced a tender offer to acquire all of the Units not owned
by  affiliates  of AIMCO for a purchase  price of $140.00 per Unit.  Pursuant to
this  offer,  AIMCO  acquired an  additional  198 units  resulting  in its total
ownership  being  increased  to 2,733  units or 13.23% of the total  outstanding
units. 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  without   limitation,   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 their  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 2000:

            None.
<PAGE>

                                   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.,
                                          Its 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:


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:
Patrick J. Foye               and Director


/s/Martha L. Long             Senior Vice President         Date:
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.

   4.2.1  Amended 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.

   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.

   10.10  Permanent  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.

   10.11  Mortgage,  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.

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

   10.13  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
          Partnership's  Current Report on Form 8-K previously filed on December
          31, 1992.

   10.14  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.
          (Incorporated by reference to the Annual Report on Form 10-KSB for the
          year ended December 31, 1995.)

   10.15  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.  (Incorporated  by  reference  to the  Annual  Report on Form
          10-KSB for the year ended December 31, 1995.)

   10.16  Multifamily  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.)

   10.17  Multifamily  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.)

   10.18  Purchase 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.)

   10.19  Amendment  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.