SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

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

                   For the fiscal year ended December 31, 2002

 [ ]  Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
         of 1934

                        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:  $857,000

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, 2002. 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


The matters discussed in this report contain certain forward-looking statements,
including, without limitation, statements regarding future financial performance
and the effect of government  regulations.  The discussions of the  Registrant's
business  and  results  of  operations,   including  forward-looking  statements
pertaining to such matters,  do not take into account the effects of any changes
to the  Registrant's  business  and results of  operations.  Actual  results may
differ  materially  from those described in the  forward-looking  statements and
will  be  affected  by  a  variety  of  risks  and  factors  including,  without
limitation:  national and local economic  conditions;  the terms of governmental
regulations that affect the Registrant and interpretations of those regulations;
the competitive  environment in which the Registrant operates;  financing risks,
including the risk that cash flows from  operations may be  insufficient to meet
required  payments of  principal  and  interest;  real estate  risks,  including
variations  of real  estate  values and the  general  economic  climate in local
markets and competition for tenants in such markets; and possible  environmental
liabilities.   Readers  should  carefully  review  the  Registrant's   financial
statements and the notes thereto,  as well as the risk factors  described in the
documents  the  Registrant  files  from  time to time  with the  Securities  and
Exchange Commission.

                                     PART I

Item 1.     Description of Business

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

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

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 such property  management
services.

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

Laws benefiting  disabled persons may result in the Partnership's  incurrence of
unanticipated  expenses.  Under the Americans with  Disabilities Act of 1990, or
ADA,  all places  intended to be used by the public are required to meet certain
Federal  requirements  related to access and use by disabled persons.  Likewise,
the Fair Housing Amendments Act of 1988, or FHAA, requires apartment  properties
first occupied after March 13, 1990 to be accessible to the  handicapped.  These
and other  Federal,  state  and  local  laws may  require  modifications  to the
Partnership's  property, or restrict renovations of the property.  Noncompliance
with these laws could result in the  imposition  of fines or an award of damages
to  private  litigants  and  also  could  result  in an  order  to  correct  any
non-complying  feature,  which could result in substantial capital expenditures.
Although  the  General  Partner  believes  that the  Partnership's  property  is
substantially in compliance with present requirements, the Partnership may incur
unanticipated expenses to comply with the ADA and the FHAA.

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

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

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

Insurance  coverage is becoming  more  expensive  and  difficult to obtain.  The
current  insurance market is  characterized by rising premium rates,  increasing
deductibles,  and more restrictive  coverage language.  Recent developments have
resulted in significant  increases in  insurance  premiums and have made it more
difficult to obtain  certain types of insurance.  As an example,  many insurance
carriers are excluding  mold-related  risks from their policy coverages,  or are
adding  significant  restrictions to such coverage.  Continued  deterioration in
insurance   market  place   conditions  may  have  a  negative   effect  on  the
Partnership's operating results.

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

Item 2.     Description of Property

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

                             Date of
                             Purchase      Type of Ownership          Use

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

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

Schedule of Property

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

<TABLE>
<CAPTION>

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

<S>                          <C>          <C>           <C>                    <C>
Stone Ridge Apartments       $4,262       $1,567        5-27.5      S/L        $2,696
</TABLE>

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

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                        2002          Rate    Amortized    Date      Maturity (1)
                           (in thousands)                                   (in thousands)

<S>                            <C>           <C>       <C>       <C>   <C>      <C>
Stone Ridge Apartments         $3,111        7.13%     30 yrs    12/01/04       $3,018
</TABLE>

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

Schedule of Rental Rates and Occupancy

Average annual rental rate and occupancy for 2002 and 2001 for the property:

                                   Average Annual            Average Annual
                                    Rental Rate                Occupancy
                                     (per unit)
Property                         2002         2001         2002         2001

Stone Ridge Apartments          $8,620       $8,959         92%          90%

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 2002 for the property were:

                                     2002            2002
                                     Taxes           Rate
                                (in thousands)

Stone Ridge Apartments                $55            1.09%

Capital Improvements

Stone Ridge Apartments

Stone Ridge Apartments spent approximately  $35,000 on capital  improvements for
the year ended  December 31, 2002.  These  improvements  consisted  primarily of
lighting and floor covering  replacements.  These  improvements were funded from
operating  cash flow and  replacement  reserves.  The  Partnership  is currently
evaluating the capital  improvement  needs of the property for the upcoming year
and currently expects to budget approximately $70,000.  Additional  improvements
may be considered  during 2003 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

In December 2002, a limited  partner of the  Partnership  commenced an action in
the Circuit Court for Clay County, Missouri entitled Bond Purchase LLC v. United
Investors  Growth   Properties  II,  et.  al.  The  complaint  claims  that  the
Partnership and the General Partner breached  certain  contractual and fiduciary
duties  allegedly owed to the claimant and seeks damages and injunctive  relief.
The Managing General Partner believes the claims to be without merit and intends
to vigorously defend the claims.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs, associated with this case will be material to
the Partnership's overall operations.

The  Partnership is unaware of any other 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, 2002, 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 467 holders of record  owning an  aggregate of 20,661  units.  An
affiliate  of  the  General  Partner  owned  2,748  limited   partnership  units
representing  13.30% of the outstanding units as of December 31, 2002. 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, 2001 and 2002:

                                                Distributions
                                                           Per Limited
                                        Aggregate        Partnership Unit
                                     (in thousands)

       01/01/01 - 12/31/01              $   452 (1)           $21.63
       01/01/02 - 12/31/02                   --                   --

(1) Consists of cash from operations.

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity,  refinancing,  and/or the sale of the property.  The Registrant's cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations  after required capital  expenditures to permit  distributions to its
partners in 2003 or subsequent periods.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,748 limited  partnership units in
the Partnership  representing  13.30% of the  outstanding  Units at December 31,
2002. It is possible that AIMCO or its affiliates will acquire  additional Units
of limited  partnership  interest in the  Partnership  in exchange for cash or a
combination  of cash and  units in the  operating  partnership  of AIMCO  either
through private  purchases or tender offers.  Under the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters which would include voting on certain amendments
to the Partnership Agreement and voting to remove the General Partner.  Although
the  General  Partner  owes  fiduciary  duties to the  limited  partners  of the
Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole
stockholder. As a result, the duties of the General Partner, as general partner,
to the  Partnership  and its limited  partners may come into  conflict  with the
duties of the General Partner to AIMCO, as its sole stockholder.

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

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 loss for the year ended December 31, 2002 was approximately
$3,000 as  compared  to net income of  approximately  $18,000 for the year ended
December  31, 2001.  The decrease in net income for the year ended  December 31,
2002 is primarily  attributable to a decrease in total revenues partially offset
by a decrease in total expenses.

Total revenues decreased due to a decrease in other income partially offset by a
slight increase in rental income.  Other income  decreased  primarily due to the
settlement of a lawsuit at Stone Ridge Apartments  regarding defective siding at
the property  during 2001.  Rental  income  increased  slightly due to increased
occupancy at the property.

Total  expenses  decreased  primarily  due to a decrease in operating  expenses.
Operating  expenses  decreased  due to  decreases  in  advertising  expense  and
maintenance  expense  which were  partially  offset by an  increase  in property
expense.  Advertising  expense decreased due to decreases in resident  relations
and  periodicals  expenses.  Maintenance  expense  decreased  primarily  due  to
decreases  in  contract  yard and grounds  services.  Also  contributing  to the
decrease in maintenance expenses is an increase in the capitalization of certain
direct and indirect  project costs,  primarily  payroll  related  costs,  at the
property  (See  "Item  7.  Financial  Statements,  Note  A  -  Organization  and
Significant Accounting Policies").  Property expenses increased due to increases
in utility, and payroll and related benefit expenses. Depreciation, interest and
property tax expenses remained relatively constant for the comparable periods.

General and administrative  expense remained  relatively  constant.  Included in
general  and  administrative  expenses at both  December  31 2002 and 2001,  are
reimbursements  to the General Partner  allowed under the Partnership  Agreement
associated  with its  management  of the  Partnership.  Also  included are costs
associated  with the  quarterly  and annual  communications  with  investors and
regulatory agencies and the annual audit required by the Partnership Agreement.

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

Liquidity and Capital Resources

At  December  31,  2002,  the  Registrant  had  cash  and  cash  equivalents  of
approximately  $123,000  as compared to  approximately  $62,000 at December  31,
2001. The increase in cash and cash equivalents of  approximately  $61,000 since
December  31,  2001,  is due to  approximately  $157,000  of  cash  provided  by
operating activities which was partially offset by approximately $43,000 of cash
used in financing activities and approximately $53,000 of cash used in investing
activities. Cash used in financing activities consisted of payments of principal
made  on the  mortgage  encumbering  the  Registrant's  property.  Cash  used in
investing activities consisted of property improvements and replacements and net
deposits to escrow accounts  maintained by the mortgage lender.  The Partnership
invests its working capital reserves in interest bearing accounts.

The sufficiency of existing  liquid assets to meet future  liquidity and capital
expenditure   requirements   is  directly   related  to  the  level  of  capital
expenditures  required at the  properties  to  adequately  maintain the physical
assets and other  operating needs of the Partnership and to comply with Federal,
state, and local legal and regulatory requirements. The General Partner monitors
developments in the area of legal and regulatory  compliance and is studying new
federal laws,  including the  Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act
of 2002  mandates  or suggests  additional  compliance  measures  with regard to
governance,  disclosure,  audit and other areas. In light of these changes,  the
Partnership  expects that it will incur higher  expenses  related to compliance,
including increased legal and audit fees.

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  approximately  $70,000.  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  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 $3,111,000 matures on December 1, 2004 at which
time a balloon payment of  approximately  $3,018,000 is due. The General Partner
will attempt to refinance  such  indebtedness  and/or sell the property prior to
the maturity date. If the property cannot be refinanced or sold for a sufficient
amount, the Registrant will risk losing the property through foreclosure.

The Partnership distributed the following amounts during the year ended December
31, 2002 and 2001 (in thousands, except per unit data):

<TABLE>
<CAPTION>

                                     Per Limited                         Per Limited
                    Year Ended       Partnership       Year Ended        Partnership
                December 31, 2002       Unit        December 31, 2001        Unit

<S>                    <C>              <C>               <C>               <C>
Operations             $ --             $ --              $ 452             $21.63
</TABLE>

Future cash  distributions  will depend on the levels of net cash generated from
operations,  the  availability  of cash  reserves  and the  timing  of the  debt
maturity,  refinancing  and/or the sale of the property.  The Registrant's  cash
available  for  distribution  is  reviewed on a monthly  basis.  There can be no
assurance,  however,  that the Partnership  will generate  sufficient funds from
operations  after required capital  improvements to permit  distributions to its
partners in 2003 or subsequent periods.

Other

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,748 limited  partnership units in
the Partnership  representing  13.30% of the  outstanding  Units at December 31,
2002. It is possible that AIMCO or its affiliates will acquire  additional Units
of limited  partnership  interest in the  Partnership  in exchange for cash or a
combination  of cash and  units in the  operating  partnership  of AIMCO  either
through private  purchases or tender offers.  Under the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters which would include voting on certain amendments
to the Partnership Agreement and voting to remove the General Partner.  Although
the  General  Partner  owes  fiduciary  duties to the  limited  partners  of the
Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole
stockholder. As a result, the duties of the General Partner, as general partner,
to the  Partnership  and its limited  partners may come into  conflict  with the
duties of the General Partner to AIMCO, as its sole stockholder.

Critical Accounting Policies and Estimates

A summary of the Partnership's  significant  accounting  policies is included in
"Note A - Organization and Significant Accounting Policies" which is included in
the consolidated  financial  statements in "Item 7. Financial  Statements".  The
General  Partner  believes that the  consistent  application  of these  policies
enables the  Partnership  to provide  readers of the financial  statements  with
useful and reliable  information about the  Partnership's  operating results and
financial  condition.  The preparation of consolidated  financial  statements in
conformity with accounting  principles  generally  accepted in the United States
requires the Partnership to make estimates and assumptions.  These estimates and
assumptions affect the reported amounts of assets and liabilities at the date of
the financial  statements  as well as reported  amounts of revenues and expenses
during the reporting  period.  Actual results could differ from these estimates.
Judgments  and  assessments  of  uncertainties  are  required  in  applying  the
Partnership's  accounting  policies in many areas.  The  following may involve a
higher degree of judgment and complexity.

Impairment of Long-Lived Assets

The  investment  property is recorded at cost,  less  accumulated  depreciation,
unless  considered  impaired.  If  events  or  circumstances  indicate  that the
carrying amount of the property may be impaired,  the  Partnership  will make an
assessment of its  recoverability  by estimating  the  undiscounted  future cash
flows,  excluding  interest  charges,  of the property.  If the carrying  amount
exceeds the aggregate  future cash flows,  the  Partnership  would  recognize an
impairment  loss to the extent the carrying amount exceeds the fair value of the
property.

Real  property  investments  are  subject  to varying  degrees of risk.  Several
factors  may  adversely  affect  the  economic  performance  and  value  of  the
Partnership's   investment  property.  These  factors  include  changes  in  the
national,  regional and local economic  climate;  local  conditions,  such as an
oversupply  of  multifamily   properties;   competition   from  other  available
multifamily  property  owners and changes in market  rental  rates.  Any adverse
changes in these factors could cause an impairment in the Partnership's assets.

Revenue Recognition

The Partnership generally leases apartment units for twelve-month terms or less.
Rental income  attributable to leases is recognized  monthly as it is earned and
the Partnership  fully reserves all balances  outstanding  over thirty days. The
Partnership will offer rental concessions during  particularly slow months or in
response  to  heavy  competition  from  other  similar  complexes  in the  area.
Concessions are charged to income as incurred.

Item 7.     Financial Statements


UNITED INVESTORS GROWTH PROPERTIES II

LIST OF FINANCIAL STATEMENTS

         Report of Ernst & Young, LLP,  Independent auditors - As of and for the
         year ended December 31, 2002

         Independent  Auditors' Report - For the year ended December 31, 2001

         Consolidated Balance Sheet - December 31, 2002

         Consolidated Statements of Operations - Years ended December 31, 2002
           and 2001

         Consolidated  Statements  of Changes in Partners'  Capital  (Deficit) -
         Years ended December 31, 2002 and 2001

         Consolidated  Statements of Cash Flows - Years ended  December 31, 2002
           and 2001

         Notes to Consolidated Financial Statements

                     Report of Ernst & Young LLP, Independent Auditors



The Partners
United Investors Growth Properties II:


We have audited the accompanying  consolidated balance sheet of United Investors
Growth  Properties  II as of December  31,  2002,  and the related  consolidated
statements of operations, changes in partners' capital (deficit), and cash flows
for the year then ended.  These financial  statements are the  responsibility of
the  Partnership's  management.  Our  responsibility is to express an opinion on
these financial statements based on our audit.

We conducted our audit in accordance with auditing standards  generally accepted
in the United States. 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 the  Partnership's  management,  as  well  as  evaluating  the  overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects,  the consolidated  financial position of United Investors
Growth  Properties II at December 31, 2002, and the consolidated  results of its
operations  and its cash  flows  for the year then  ended,  in  conformity  with
accounting principles generally accepted in the United States.


                                                            /s/Ernst & Young LLP



Greenville, South Carolina
February 14, 2003

                    INDEPENDENT AUDITORS' REPORT



The Partners
United Investors Growth Properties II:

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

We conducted our audit 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  audit  provides  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all material  respects,  the results of operations and cash flows of
United Investors  Growth  Properties II for the year ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States of
America.



                                           / s / KPMG LLP


Greenville, South Carolina
March 6, 2002

                      UNITED INVESTORS GROWTH PROPERTIES II

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2002
                      (in thousands, except per unit data)


<TABLE>
<CAPTION>

Assets
<S>                                                                          <C>
    Cash and cash equivalents                                                $ 123
    Receivables and deposits                                                    10
    Restricted escrows                                                          30
    Other assets                                                                31
    Investment property (Notes B and E):
      Land                                                 $ 425
      Buildings and related personal property               3,837
                                                            4,262
      Less accumulated depreciation                        (1,567)           2,695
                                                                           $ 2,889
Liabilities and Partners' Capital (Deficit)
Liabilities
    Accounts payable                                                         $ 6
    Tenant security deposit liabilities                                         16
    Accrued property taxes                                                      30
    Other liabilities                                                           66
    Mortgage note payable (Note B)                                           3,111

Partners' Capital (Deficit)
    General partner                                         $ 3
    Limited partners (20,661 units issued
      and outstanding)                                       (343)            (340)
                                                                           $ 2,889

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      UNITED INVESTORS GROWTH PROPERTIES II

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

<TABLE>
<CAPTION>

                                                               Years Ended December 31,
                                                                  2002         2001
Revenues:
<S>                                                               <C>          <C>
  Rental income                                                   $ 812        $ 810
  Other income                                                        45           98
         Total revenues                                              857          908

  Expenses:
  Operating                                                          327          354
  General and administrative                                          75           77
  Depreciation                                                       163          162
  Interest                                                           236          239
  Property taxes                                                      59           58
         Total expenses                                              860          890

Net (loss) income (Note D)                                        $   (3)      $    18

Net (loss) income allocated to general partner                    $   --       $    --
Net (loss) income allocated to limited partners                       (3)           18

                                                                  $   (3)      $    18

Net (loss) income per limited partnership unit                   $ (0.15)      $  0.87

Distributions per limited partnership unit                       $    --       $ 21.63

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      UNITED INVESTORS GROWTH PROPERTIES II

             CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                        (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' capital at
   December 31, 2000                 20,661         $ 8          $ 89         $ 97

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

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

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

Net loss for the year ended
   December 31, 2002                     --            --           (3)          (3)

Partners' capital (deficit) at
   December 31, 2002                 20,661         $ 3         $ (343)      $ (340)

                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      UNITED INVESTORS GROWTH PROPERTIES II

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

                                                             Years Ended December 31,
                                                                2002          2001
Cash flows from operating activities:
<S>                                                             <C>           <C>
   Net (loss) income                                            $ (3)         $ 18
   Adjustments to reconcile net (loss) income to net
      cash provided by operating activities:
      Depreciation                                                 163          162
      Amortization of loan costs                                    12           12
      Change in accounts:
        Receivables and deposits                                    (3)          29
        Other assets                                                (2)           3
        Accounts payable                                           (17)          14
        Tenant security deposit liabilities                         --           (8)
        Accrued property taxes                                       2           --
        Other liabilities                                            5          (29)
          Net cash provided by operating activities                157          201

Cash flows from investing activities:
    Property improvements and replacements                         (35)         (19)
    Net deposits to restricted escrows                             (18)         (10)
          Net cash used in investing activities                    (53)         (29)

Cash flows from financing activities:
   Payments on mortgage notes payable                              (43)         (40)
   Partners' distributions                                          --         (452)
          Net cash used in financing activities                    (43)        (492)

Net increase (decrease) in cash and cash equivalents                61         (320)

Cash and cash equivalents at beginning of year                      62          382

Cash and cash equivalents at end of year                        $ 123         $ 62

Supplemental disclosure of cash flow information:
   Cash paid for interest                                       $ 205        $ 245


                See Accompanying Notes to Consolidated Financial Statements
</TABLE>

                      UNITED INVESTORS GROWTH PROPERTIES II

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2002


Note A - Organization and Significant Accounting Policies

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

Principles of consolidation:  The consolidated  financial statements include all
the accounts of the  Partnership and its 100% owned limited  liability  company,
Stone Ridge  Apartments,  L.L.C. As a result,  the Partnership  consolidates its
interest  whereby  all  accounts  are  included  in the  consolidated  financial
statements of the Partnership with all inter-entity accounts being eliminated.

Cash and cash equivalents:  Cash and cash equivalents  includes cash on hand and
in banks.  At certain  times,  the amount of cash deposited at a bank may exceed
the limit on insured deposits.  Cash balances included approximately $116,000 at
December 31, 2002 that is  maintained  by an  affiliated  management  company on
behalf of affiliated entities in cash concentration accounts.

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

Investment  property:  The investment property consists of one apartment complex
which is  stated at cost.  Acquisition  fees are  capitalized  as a cost of real
estate. Expenditures in excess of $250 that maintain an existing asset which has
a useful  life of more  than one year are  capitalized  as  capital  replacement
expenditures  and  depreciated  over the  estimated  useful  life of the  asset.
Expenditures for ordinary repairs,  maintenance and apartment turnover costs are
expensed as incurred.  In  accordance  with  Statement  of Financial  Accounting
Standards  ("SFAS")  No.  144,  "Accounting  for the  Impairment  or Disposal of
Long-Lived  Assets",  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, 2002 or
2001. See "Recent Accounting Pronouncements" below.

During 2001, AIMCO, an affiliate of the General Partner,  commissioned a project
to study process  improvement ideas to reduce operating costs. The result of the
study led to a re-engineering of business processes and eventual redeployment of
personnel and related capital spending. The implementation of these plans during
2002, accounted for as a change in accounting estimate, resulted in a refinement
of the  Partnership's  process  for  capitalizing  certain  direct and  indirect
project costs (principally  payroll related costs) and increased  capitalization
of such costs by approximately $9,000 in 2002 compared to 2001.

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

Restricted Escrow: A replacement  reserve account was established at Stone Ridge
Apartments  when it was  refinanced.  The  property  makes  monthly  deposits to
maintain a Replacement  Reserve  designated for repairs and  replacements at the
property. At December 31, 2002, this reserve totaled approximately $30,000.

Loan Costs: Loan costs of approximately  $88,000, less accumulated  amortization
of approximately  $65,000,  are included in Other Assets and are being amortized
by the straight-line method over the life of the loan.  Amortization expense for
2002 was approximately $12,000 and in included in interest expense. Amortization
expense is expected to be  approximately  $13,000 and $10,000 for 2003 and 2004,
respectively.

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

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

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

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

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

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

Advertising:  The  Partnership  expenses the costs of  advertising  as incurred.
Advertising  costs of  approximately  $21,000  and  $29,000  for the years ended
December 31, 2002 and 2001,  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 and fully
reserves all balances  outstanding  over thirty days.  In addition,  the General
Partner's  policy is to offer  rental  concessions  during  periods of declining
occupancy or in response to heavy  competition  from other similar  complexes in
the area. Concessions are charged against rental income as incurred.

Segment Reporting: SFAS No. 131, "Disclosure about Segments of an Enterprise and
Related  Information"  established  standards  for the way that public  business
enterprises  report  information  about operating  segments in annual  financial
statements and requires that those enterprises report selected information about
operating segments in interim financial reports.  It also established  standards
for related disclosures about products and services, geographic areas, and major
customers.  As defined in SFAS No. 131, the  Partnership has only one reportable
segment.

Recent  Accounting  Pronouncements:  In August 2001,  the  Financial  Accounting
Standards Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
of Long-Lived  Assets".  SFAS No. 144 provides accounting guidance for financial
accounting  and reporting for the  impairment or disposal of long-lived  assets.
SFAS No.  144  supersedes  SFAS  No.  121,  "Accounting  for the  Impairment  of
Long-Lived  Assets and for Long-Lived Assets to be Disposed Of". SFAS No. 144 is
effective for fiscal years  beginning  after December 15, 2001. The  Partnership
adopted SFAS 144 effective January 1, 2002. Its adoption did not have a material
effect on the financial position or results of operations of the Partnership.

In April 2002,  the Financial  Accounting  Standards  Board issued SFAS No. 145,
"Recission of FASB Statements No. 4, 44 and 64". SFAS No. 4 "Reporting Gains and
Losses from  Extinguishment  of Debt,"  required  that all gains and losses from
extinguishment  of  debt  be  aggregated  and,  if  material,  classified  as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, and accordingly, gains and
losses from extinguishment of debt should only be classified as extraordinary if
they are unusual in nature and occur  infrequently.  SFAS 145 is  effective  for
fiscal  years  beginning  after  May 15,  2002.  Effective  April 1,  2002,  the
Partnership  adopted  SFAS 145.  The  adoption  of which did not have a material
effect on the financial position or results of operations of the Partnership.

Note B - Mortgage Note Payable

<TABLE>
<CAPTION>

                             Principal     Monthly                           Principal
                            Balance At     Payment     Stated                 Balance
                           December 31,   Including   Interest  Maturity       Due At
Property                       2002        Interest     Rate      Date        Maturity
                                (in thousands)                             (in thousands)

<S>                           <C>            <C>       <C>      <C>   <C>      <C>
Stone Ridge Apartments        $3,111         $ 22      7.13%    12/01/04       $3,018
</TABLE>

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

Scheduled principal payments on the mortgage note payable subsequent to December
31, 2002, are as follows (in thousands):

           2003             $ 47
           2004             3,064
                          $ 3,111

Note C - Transactions with Affiliated Parties

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

During the years ended  December  31, 2002 and 2001,  affiliates  of the General
Partner  were  entitled to receive 5% of gross  receipts  from the  Registrant's
property  as  compensation  for  providing  property  management  services.  The
Registrant  paid  to such  affiliates  approximately  $41,000  and  $44,000  for
management  fees for the years ended  December 31, 2002 and 2001,  respectively,
which is included in operating expenses.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $28,000 for both of the years
ended   December   31,  2002  and  2001,   which  is  included  in  general  and
administrative expenses.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated with the General Partner.  During the years ended December 31, 2002
and 2001, the Partnership  paid AIMCO and its affiliates  approximately  $17,000
and $9,000, respectively, for insurance coverage and fees associated with policy
claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership,  AIMCO and its affiliates owned 2,748 limited  partnership units in
the Partnership  representing  13.30% of the  outstanding  Units at December 31,
2002. It is possible that AIMCO or its affiliates will acquire  additional Units
of limited  partnership  interest in the  Partnership  in exchange for cash or a
combination  of cash and  units in the  operating  partnership  of AIMCO  either
through private  purchases or tender offers.  Under the  Partnership  Agreement,
unitholders  holding a majority  of the Units are  entitled  to take action with
respect to a variety of matters which would include voting on certain amendments
to the Partnership Agreement and voting to remove the General Partner.  Although
the  General  Partner  owes  fiduciary  duties to the  limited  partners  of the
Partnership, the General Partner also owes fiduciary duties to AIMCO as its sole
stockholder. As a result, the duties of the General Partner, as general partner,
to the  Partnership  and its limited  partners may come into  conflict  with the
duties of the General Partner to AIMCO, as its sole stockholder.

Note D - Income Taxes

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

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

                                                  2002        2001
Net (loss) income as reported                  $   (3)       $ 18
Add (deduct):
  Deferred revenue and other liabilities           (5)         (27)
  Depreciation differences                         (1)          (1)
  Other                                           (47)          --
Federal taxable (loss) income                  $  (56)       $ (10)
Federal taxable (loss) income per limited
  partnership unit                             $(2.70)      $(0.48)

The following is a reconciliation between the Partnership's reported amounts and
Federal  tax basis of net  assets  and  liabilities  at  December  31,  2002 (in
thousands):


Net liabilities as reported                               $ (340)
Differences in basis of assets and liabilities:
  Accumulated depreciation                                     1
  Deferred Revenue and other                                   3
  Syndication costs                                          681
  Other                                                      (47)
  Net assets - tax basis                                   $ 298

Note E - Real Estate and Accumulated Depreciation

                                                    Initial Cost
                                                   To Partnership
                                                   (in thousands)

<TABLE>
<CAPTION>

                                                            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            $3,111          $ 425       $3,265         $ 572
</TABLE>

                 Gross Amount At Which
                        Carried
                  At December 31, 2002
                     (in thousands)

<TABLE>
<CAPTION>

                        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     $3,837   $4,262      $1,567         1987      07/01/92     5-30
</TABLE>

Reconciliation of "real estate and accumulated depreciation":

                                        Years Ended December 31,
                                          2002           2001
                                             (in thousands)
Investment Properties
Balance at beginning of year             $ 4,227       $ 4,208
  Property improvements                       35            19
Balance at end of year                   $ 4,262       $ 4,227

Accumulated Depreciation
Balance at beginning of year             $ 1,404       $ 1,242
  Depreciation expense                       163           162
Balance at end of year                   $ 1,567       $ 1,404

The  aggregate  cost of the real  estate  for  Federal  income tax  purposes  at
December  31,  2002  and  2001,  is  approximately  $4,262,000  and  $4,227,000,
respectively. The accumulated depreciation taken for Federal income tax purposes
at December  31, 2002 and 2001,  is  approximately  $1,566,000  and  $1,404,000,
respectively.

Note F - Legal Proceedings

In December 2002, a limited  partner of the  Partnership  commenced an action in
the Circuit Court for Clay County, Missouri entitled Bond Purchase LLC v. United
Investors  Growth   Properties  II,  et.  al.  The  complaint  claims  that  the
Partnership and the General Partner breached  certain  contractual and fiduciary
duties  allegedly owed to the claimant and seeks damages and injunctive  relief.
The Managing General Partner believes the claims to be without merit and intends
to vigorously defend the claims.

The  General  Partner  does not  anticipate  that any costs to the  Partnership,
whether legal or settlement costs, associated with this case will be material to
the Partnership's overall operations.

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


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

Effective  June  27,  2002,  the  Registrant  dismissed  its  prior  Independent
Auditors,  KPMG LLP and retained as its new Independent Auditors,  Ernst & Young
LLP.  KPMG's  Independent   Auditors'  Report  on  the  Registrant's   financial
statements  for the  calendar  year ended  December  31, 2001 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to  uncertainty,  audit scope or accounting  principles.  The decision to change
Independent Auditors was approved by the General Partner's director.  During the
calendar year ended 2001 and through June 27, 2002,  there were no disagreements
between  the  Registrant  and KPMG on any  matter of  accounting  principles  or
practices,  financial statement disclosure, or auditing scope or procedure which
disagreements if not resolved to the satisfaction of KPMG, LLP would have caused
it to make  reference to the subject matter of the  disagreements  in connection
with its reports.

Effective  June  27,  2002,  the  Registrant  engaged  Ernst & Young  LLP as its
Independent  Auditors.  During the last two calendar  years and through June 27,
2002,  the  Registrant  did not consult  Ernst & Young LLP  regarding any of the
matters or events set forth in Item 304 (a)(2)(i) and (ii) of Regulation S-B.

                                    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 director  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              45    Executive Vice President and Director
Paul J. McAuliffe            46    Executive Vice President and Chief
                                     Financial Officer
Thomas C. Novosel            44    Senior Vice President and Chief Accounting
                                     Officer

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,  where he is responsible  for  continuous  improvement,
acquisitions of partnership securities, consolidation of minority interests, and
corporate and other acquisitions.  Prior to joining AIMCO, Mr. Foye was a Merger
and Acquisitions Partner in the law firm of Skadden, Arps, Slate, Meagher & Flom
LLP from 1989 to 1998.

Paul J. McAuliffe has been Executive Vice President and Chief Financial  Officer
of the  General  Partner  since  April 1,  2002.  Mr.  McAuliffe  has  served as
Executive  Vice  President  of AIMCO  since  February  1999 and Chief  Financial
Officer of AIMCO since  October 1999.  From May 1996 until he joined AIMCO,  Mr.
McAuliffe was Senior Managing Director of Secured Capital Corp.

Thomas C. Novosel has been Senior Vice President and Chief Accounting Officer of
the General  Partner since April 1, 2002.  Mr. Novosel has served as Senior Vice
President and Chief  Accounting  Officer of AIMCO since April 2000. From October
1993  until he joined  AIMCO,  Mr.  Novosel  was a partner at Ernst & Young LLP,
where he  served  as the  director  of real  estate  advisory  services  for the
southern Ohio Valley area offices but did not work on any assignments related to
AIMCO or the Partnership.

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

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

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

The executive  officers and director of the General  Partner  discussed with the
Partnership's  independent auditors the overall scope and plans for their audit.
In  reliance on the reviews and  discussions  referred to above,  the  executive
officers and director of the General  Partner have approved the inclusion of the
audited financial  statements in the Form 10-KSB for the year ended December 31,
2002 for filing with the Securities and Exchange Commission.

The General Partner has reappointed Ernst & Young LLP as independent auditors to
audit the financial  statements of the  Partnership for 2003. Fees for 2002 were
audit  services of  approximately  $31,000 and non-audit  services  (principally
tax-related) of approximately $10,000.

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, 2002.

          Entity                         Number of Units   Percentage

          AIMCO Properties, LP
            (an affiliate of AIMCO)           2,748          13.30%

AIMCO Properties,  LP is indirectly ultimately controlled by AIMCO. Its business
address is 4582 S. Ulster St. Parkway, Suite 1100, Denver, Colorado 80237.

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.

During the years ended  December  31, 2002 and 2001,  affiliates  of the General
Partner  were  entitled to receive 5% of gross  receipts  from the  Registrant's
property  as  compensation  for  providing  property  management  services.  The
Registrant  paid  to such  affiliates  approximately  $41,000  and  $44,000  for
management  fees for the years ended  December 31, 2002 and 2001,  respectively,
which is included in operating expenses.

Affiliates  of  the  General  Partner  received   reimbursement  of  accountable
administrative expenses amounting to approximately $28,000 for both of the years
ended December 31, 2002 and 2001 which is included in general and administrative
expenses.

Beginning in 2001,  the  Partnership  began  insuring its property up to certain
limits through coverage provided by AIMCO which is generally  self-insured for a
portion of losses and  liabilities  related  to workers  compensation,  property
casualty and vehicle liability.  The Partnership  insures its property above the
AIMCO  limits  through  insurance  policies  obtained  by  AIMCO  from  insurers
unaffiliated  with the General Partner.  During the year ended December 31, 2002
and 2001, the Partnership  paid AIMCO and its affiliates  approximately  $17,000
and $9,000, respectively, for insurance coverage and fees associated with policy
claims administration.

In addition to its  indirect  ownership of the general  partner  interest in the
Partnership, AIMCO and its affiliates owned 2,748 limited partnership units (the
"Units") in the  Partnership  representing  13.30% of the  outstanding  Units at
December  31, 2002.  It is possible  that AIMCO or its  affiliates  will acquire
additional Units of limited partnership  interest in the Partnership in exchange
for cash or a  combination  of cash and units in the  operating  partnership  of
AIMCO either through private  purchases or tender offers.  Under the Partnership
Agreement,  unitholders  holding a majority  of the Units are  entitled  to take
action  with  respect to a variety  of matters  which  would  include  voting on
certain amendments to the Partnership Agreement and voting to remove the General
Partner.  Although  the General  Partner  owes  fiduciary  duties to the limited
partners of the  Partnership,  the General Partner also owes fiduciary duties to
AIMCO as its sole stockholder.  As a result,  the duties of the General Partner,
as general  partner,  to the Partnership and its limited  partners may come into
conflict  with  the  duties  of the  General  Partner  to  AIMCO,  as  its  sole
stockholder.

Item 13.    Exhibits and Reports on Form 8-K

      (a)   Exhibits:

            See Exhibit Index attached.

      (b) Reports on Form 8-K filed during the fourth quarter of 2002:

            None.

Item  14.   Controls and Procedures

The principal  executive officer and principal  financial officer of the General
Partner, who are the equivalent of the Partnership's principal executive officer
and  principal  financial  officer,  respectively,  have,  within 90 days of the
filing  date  of  this  annual  report,   evaluated  the  effectiveness  of  the
Partnership's  disclosure  controls and  procedures  (as defined in Exchange Act
Rules 13a-14(c) and 15d-14(c)) and have determined that such disclosure controls
and  procedures  are  adequate.  There have been no  significant  changes in the
Partnership's  internal  controls or in other  factors that could  significantly
affect the  Partnership's  internal  controls since the date of evaluation.  The
Partnership does not believe any significant deficiencies or material weaknesses
exist in the Partnership's internal controls. Accordingly, no corrective actions
have been taken.

                                   SIGNATURES


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


                                    UNITED INVESTORS GROWTH PROPERTIES II


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


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


                                    By:   /s/Thomas C. Novosel
                                          Thomas C. Novosel
                                          Senior Vice President
                                          and Chief Accounting Officer


                                    Date: March 28, 2003


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


/s/Patrick J. Foye            Executive Vice President      Date: March 28, 2003
Patrick J. Foye               and Director


/s/Thomas C. Novosel          Senior Vice President         Date: March 28, 2003
Thomas C. Novosel             and Chief Accounting Officer

                                  CERTIFICATION


I, Patrick J. Foye, certify that:


1. I have reviewed this annual report on Form 10-KSB of United  Investors Growth
Properties II;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 28, 2003

                                  /s/Patrick J. Foye
                                  Patrick J. Foye
                                  Executive  Vice  President  of  United
                                  Investors Real Estate, Inc.,  equivalent of
                                  the chief executive officer of the Partnership

                                  CERTIFICATION


I, Paul J. McAuliffe, certify that:


1. I have reviewed this annual report on Form 10-KSB of United  Investors Growth
Properties II;


2.  Based on my  knowledge,  this  annual  report  does not  contain  any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made,  not  misleading  with  respect to the period  covered by this annual
report;


3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included  in this annual  report,  fairly  present in all  material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this annual report;


4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:


      a)  Designed  such  disclosure  controls  and  procedures  to ensure  that
      material   information   relating  to  the   registrant,   including   its
      consolidated  subsidiaries,  is made  known to us by others  within  those
      entities,  particularly  during the period in which this annual  report is
      being prepared;


      b) Evaluated the effectiveness of the registrant's disclosure controls and
      procedures  as of a date  within 90 days prior to the filing  date of this
      annual report (the "Evaluation Date"); and


      c) Presented in this annual report our conclusions about the effectiveness
      of the disclosure  controls and  procedures  based on our evaluation as of
      the Evaluation Date;


5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):


      a) All  significant  deficiencies  in the design or  operation of internal
      controls which could adversely affect the registrant's  ability to record,
      process,  summarize and report  financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls; and


      b) Any fraud,  whether or not material,  that involves management or other
      employees  who  have  a  significant  role  in the  registrant's  internal
      controls; and


6. The  registrant's  other  certifying  officers  and I have  indicated in this
annual report whether or not there were significant changes in internal controls
or in other factors that could significantly affect internal controls subsequent
to the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.


Date: March 28, 2003

                                    /s/Paul J. McAuliffe
                                    Paul J. McAuliffe
                                    Executive Vice President and Chief Financial
                                    Officer of United Investors Real Estate,
                                    Inc., equivalent of the chief financial
                                    officer of the Partnership

                                INDEX TO EXHIBITS


Exhibit

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

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

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

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

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

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

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.

10.8 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.

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

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

10.18       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          Current  Report on Form 8-K/A  dated June 27, 2002 and filed on July
            16, 2002,  disclosing the dismissal of KPMG LLP as the  Registrant's
            certifying  auditor and the  appointment  of Ernst and Young LLP, as
            the certifying auditor for the year ending December 31, 2002.

99         Certification of Chief Executive Officer and Chief Financial Officer.

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.

Exhibit 99


                          Certification of CEO and CFO
                       Pursuant to 18 U.S.C. Section 1350,
                             As Adopted Pursuant to
                  Section 906 of the Sarbanes-Oxley Act of 2002



In connection with the Annual Report on Form 10-KSB of United  Investors  Growth
Properties II (the "Partnership"), for the year ended December 31, 2002 as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Patrick  J.  Foye,  as the  equivalent  of the Chief  Executive  Officer  of the
Partnership,  and Paul J.  McAuliffe,  as the equivalent of the Chief  Financial
Officer of the Partnership, each hereby certifies, pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that, to the best of his knowledge:

(1)  The Report fully complies with the  requirements  of Section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

(2)  The information  contained in the Report fairly  presents,  in all material
     respects,  the  financial  condition  and  results  of  operations  of  the
     Partnership.


                                    /s/Patrick J. Foye
                              Name: Patrick J. Foye
                              Date: March 28, 2003


                                    /s/Paul J. McAuliffe
                              Name: Paul J. McAuliffe
                              Date: March 28, 2003


This  certification  accompanies  the  Report  pursuant  to  Section  906 of the
Sarbanes-Oxley  Act of 2002 and shall not,  except to the extent required by the
Sarbanes-Oxley  Act of 2002, be deemed filed by the  Partnership for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended.