U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-KSB

     (Mark One)

     [ X ]      ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                 For the fiscal year ended December 31, 2002

                                                            OR

     [   ]      TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                For the Transition period from                to
                                               --------------    -------------

                         Commission file number 0-20129
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                        CHRISKEN GROWTH & INCOME L.P. II

--------------------------------------------------------------------------------
         (Name of small business issuer in its charter)

          Delaware                                          36-3644609
--------------------------------------------                -------------------
          (State or other jurisdiction of                   (I.R.S. Employer
          incorporation or organization)                    Identification No.)

 345 North Canal Street, Chicago, Illinois                  60606
--------------------------------------------                -------------------
 (Address of principal executive offices)                   (Zip Code)

 Issuer's telephone number                                  (312) 454-1626
                                                            -------------------

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

          None

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

          Limited Partnership Interests
--------------------------------------------------------------------------------
                                (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 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]

     Issuer's total gross rental  revenues for its most recent fiscal year ended
December  31, 2002 were  $1,291,925.  The  aggregate  sales price of the limited
partnership interests (the "Units") held by non-affiliates was $5,626,000 (based
on the price at which Units were offered to the public) at December 31, 2002 and
March 15, 2003.  The aggregate  sales price does not reflect  market  value,  it
reflects  only the price at which the Units were sold to the public.  Currently,
there is no market for the Units and no market is expected to develop.

                       DOCUMENTS INCORPORATED BY REFERENCE

     Portions of the  Prospectus of the Registrant  dated  September 8, 1989, as
supplemented and filed pursuant to Rule 424(b) under the Securities Act of 1933,
as amended,  S.E.C. File No. 33-28893, are incorporated by reference in Part III
of this Annual Report on Form 10-KSB.


<PAGE>

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

     ChrisKen Growth & Income L.P. II (the  "Partnership") is a Delaware limited
partnership formed in 1989 for the purpose of acquiring,  operating, holding for
investment  and  disposing of one or more  existing  income-producing  apartment
complexes  and/or  commercial  properties  located  primarily in the  Midwestern
United  States.  The general  partners of the  Partnership  are ChrisKen  Income
Properties,  Inc. II (the  "Managing  General  Partner")  and  ChrisKen  Limited
Partnership II (the "Associate  General  Partner")  (collectively,  the "General
Partners).  The Managing General Partner is an Illinois corporation,  the shares
of which are owned or  controlled by Mr. John F. Kennedy and Mr. John S. Marten.
The Associate  General Partner is an Illinois  limited  partnership of which Mr.
Kennedy and ChrisKen  Equities,  Inc., an affiliate of the Partnership,  are the
general  partners.  Mr.  Kennedy  is the  President  and a Trustee  of  ChrisKen
Residential  Trust,  the controlling  entity of CREMCO,  L.L.C.,  the management
agent of the  Property.  Information  regarding  the  relationship  between  the
Partnership  and the  management  agent  is set  forth  in Item  12.  -  Certain
Relationships  and Related  Transactions.  Mr. Marten is a former Executive Vice
President - Property Management and Trustee of the ChrisKen Residential Trust.

     The  principal   investment   objectives  of  the   Partnership   are:  (i)
preservation and protection of capital;  (ii) distribution of current cash flow,
a  portion  of  which  will  not be  subject  to  federal  income  taxes  in the
Partnership's initial years of operation; and (iii) capital appreciation.

     The  Partnership  owns  and  operates  an  apartment   community  known  as
Barrington Estates (the "Property").

     Discussion  regarding  apartment  communities  that  may  compete  with the
Property is set forth below in Item 2. - Property.  The General Partners believe
that the Property remains competitive in its market.

     The General  Partners  expected to sell the  property  and begin an orderly
liquidation of the  Partnership  after  operating the Property for five to eight
years. In determining  whether to sell or refinance,  the Partnership  considers
factors such as potential capital appreciation, cash flow and federal income tax
considerations,  including  possible  adverse federal income tax consequences to
the Limited  Partners.  The  Partnership  has been  operating for  approximately
thirteen years.  The General Partners do not intend to reinvest the net proceeds
from  a  sale  of  the  Property  in  additional  properties.  Pursuant  to  the
Partnership Agreement,  the Partnership will terminate December 31, 2028, unless
terminated earlier at the sole discretion of the Managing General Partner.

     The Partnership has no employees. The General Partners believe that CREMCO,
L.L.C., the management agent of the Property, has sufficient personnel and other
required resources to discharge all of its  responsibilities to the Partnership.
The General  Partners and their affiliates are permitted to perform services for
the  Partnership.  The  business  of the  Partnership  is not  seasonal  and the
Partnership does no foreign or export business.

     A  presentation  of information  about industry  segments is not applicable
because the Partnership operates solely in the real estate industry.

     The Partnership,  by virtue of its ownership in real estate,  is subject to
federal and state laws and regulations  covering various  environmental  issues.
The Managing General Partner is not aware of any potential  liability related to
environmental issues or conditions that would be material to the Partnership.

ITEM 2. DESCRIPTION OF PROPERTY.

     The Property is an apartment complex commonly known as Barrington  Estates,
located  at 8717 Old Town West  Drive,  Indianapolis,  Indiana  and was built in
1968. The purchase price of the Property was approximately  $3,775,000. In 1990,
the  Partnership  undertook a substantial  repair and  improvement  program (the
"Renovations") with respect to the Property.  Renovations were completed in 1993
with  the  complete  renovation  of  apartment  interiors,  the  addition  of 17
carports, enhanced exterior lighting and the remodeling of both the exterior and
interior  of the  clubhouse  for a total cost of  $3,353,906.  The  Property  is
situated on  approximately  11 acres and  comprises 144 units of which 112 units
are  townhouses  located  in 13  separate  buildings,  with 65  carports  and 18
garages,  an 1,800 square foot  clubhouse and a swimming pool. All buildings are
either two or three stories.  There were no renovations in 2001 or 2002 and none
are presently scheduled for 2003.


<PAGE>



     For federal income tax purposes,  the Property is being  depreciated  using
27.5-year  straight-line  depreciation for the portion of its federal income tax
basis   allocable  to   non-tax-exempt   Limited   Partners  and  using  40-year
straight-line  depreciation  for the portion  allocable  to  tax-exempt  Limited
Partners.  For financial reporting  purposes,  the Property is being depreciated
using 20-year straight-line depreciation.

     At December 31, 2002,  135 of the  Property's  units were occupied  while 9
units were vacant  (93.75%  occupancy).  The chart below  details the  occupancy
status and rent structure of the  Property's  units as of December 31, 2002. All
tenant  leases are for periods of three months to one year.  There is one tenant
who leases  two  units.  No other  tenants  lease more than one unit.  See table
below.


<TABLE>
<CAPTION>

<S>                <C>              <C>              <C>             <C>              <C>              <C>
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
                                    Number of        Occupied        Rent Per Month   Approximate      Average
         Apartment Type             Apartments       12/31/02                         Apartment Size   Rent/Sq.
                                                                                                       Ft./Mo.
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
      #Bed             #Baths
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
            1          1 1/2TH             6               5              $710            855 SF           $ .83
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
            1             1               18               14           $630-$640         628 SF        $1.00-$1.02
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
            2             1               14               13             $690            907 SF           $ .76
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
            2             2               24               23             $850           1,153 SF          $ .74
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
            2          1 1/2TH            36               35             $810           1,069 SF          $ .76
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
            3             2                6               5              $965           1,295 SF          $ .75
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------
            3          2 1/2TH            40               40            $1,025          1,456 SF          $ .70
------------------ ---------------- ---------------- --------------- ---------------- ---------------- ---------------

</TABLE>

     TH = Townhouse

     The  Property is managed by CREMCO,  L.L.C.,  an  affiliate  of the General
Partners. CREMCO, L.L.C. receives a property management fee equal to 5% of gross
rental  receipts.  The  property  management  agreement  is  terminable  by  the
Partnership upon sixty days' prior written notice to CREMCO,  L.L.C. The General
Partners believe that the property management fee is competitive with fees which
would  be paid in the area in which  the  Property  is  located  for  comparable
services  to an  unaffiliated  party.  The  General  Partners  believe  that the
property is adequately covered by insurance.

     The General  Partners believe that the following  information  reflects the
current  market  conditions  for apartment  complexes  that may compete with the
Property:

<TABLE>
<CAPTION>


----------------------------------------------------------------------------------------------------------------------
                                                     Competitive Projects
----------------------------------------------------------------------------------------------------------------------
<S>                       <C>                    <C>                     <C>                    <C>
                                                                           Approximate Apt.
             Project         Apartment Type      Rent Per Month             Size in Sq. Ft.       Rent/Sq. Ft./Mo.
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
The Lakes                 1 Bdrm 1 Bath                   $740-770              750-875               $.99-.88
                          2 Bdrm 2 Bath                   $870                  1, 075                  $.81
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
The Kensington            1 Bdrm 1.5 Bath TH              $575                    800                   $.72
                          2 Bdrm 2 Bath                   $640                  1, 100                  $.58
                          2 Bdrm 2.5 Bath TH              $830                  1, 250                  $.66
                          3 Bdrm 2.5 Bath TH              $1,045                1, 600                  $.65
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Summerwood                1 Bdrm 1 Bath                   $730-775              671-768              $1.09-1.01
                          2 Bdrm 2 Bath                   $925-975           1, 086-1,163             $.85-.84
                          3 Bdrm 2 Bath                   $1,110                1, 269                  $.88
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

------------------------- ---------------------- ----------------------- ---------------------- ----------------------
Willow Lake               1 Bdrm 1 Bath                   $885                  1, 098                  $.81
                          1 Bdrm 1 Bath                   $995                  1, 313                  $.76
                          2 Bdrm 1 1/2 Bath               $1,180                1, 450                  $.81
                          2 Bdrm 2 Bath TH                $1,460                1, 745                  $.84
------------------------- ---------------------- ----------------------- ---------------------- ----------------------

</TABLE>


<PAGE>


ITEM 3. LEGAL PROCEEDINGS.

     The Partnership is not a party to any litigation other than litigation that
the Managing  General Partner believes is routine  litigation  incidental to the
Partnership's  business.  In December 2001, John S. Marten, a former officer and
trustee of ChrisKen  Residential Trust ("CRT"),  which controls CREMCO,  L.L.C.,
the Partnership's  management agent, sued CRT, CRT's three independent trustees,
John F. Kennedy (a trustee of CRT and an officer of the  Partnership's  Managing
General Partner) and CREMCO,  L.L.C. (see MARTEN V. CHRISKEN  RESIDENTIAL TRUST,
ET AL., No. 01 CH 21979).  Neither the Partnership nor the General  Partners are
parties to that  litigation.  The  litigation is pending in the Circuit Court of
Cook County, Illinois, County Department, Chancery Division.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matters were  submitted to a vote of security  holders during the fourth
quarter of the Partnership's fiscal year covered by this report.

















                   (Balance of page intentionally left blank.)



<PAGE>


                                     PART II


ITEM 5. MARKET  FOR  REGISTRANT'S  LIMITED  PARTNERSHIP  INTERESTS  AND  RELATED
        SECURITY HOLDER MATTERS.

     The Units are not readily  transferable.  There is no public market for the
Units  and it is not  currently  expected  that  any  will  develop.  There  are
restrictions upon the  transferability  of the Units,  including the requirement
that the  General  Partners  consent to any  transferee  becoming a  substituted
Limited Partner (which consent may be granted or withheld at the sole discretion
of the General Partners).  In addition,  restrictions on transfer may be imposed
under state securities laws.

     The Revenue Act of 1987 contains provisions that may have an adverse impact
on investors in certain "publicly traded  partnerships." If the Partnership were
to be classified as a "publicly traded partnership",  income attributable to the
Units  would  be   characterized  as  portfolio  income  and  the  gross  income
attributable  to Units  acquired  by  tax-exempt  entities  would  be  unrelated
business income,  with the result that the Units could be less  marketable.  The
General Partners will, if necessary,  take appropriate  steps to ensure that the
Partnership will not be deemed a "publicly traded partnership."

     On May 31, 2002,  Bond Purchase,  L.L.C.,  which is not affiliated with the
Partnership or its General  Partners,  submitted an unsolicited  tender offer to
the Partnership's Limited Partners to purchase up to 230 Units, or approximately
2%, of the  Partnership's  outstanding Units at $265 per Unit. The offer expired
in 2002. The  Partnership's  records indicate that 153.4 Units were sold to Bond
Purchase, L.L.C. as a result of this offer.

     On June 26, 2002,  McDowell Foods,  Inc.,  which is not affiliated with the
Partnership or its General  Partners,  submitted an unsolicited  tender offer to
the Partnership's Limited Partners to purchase up to 450 Units, or approximately
3.9%, of the Partnership's outstanding Units at $265 per Unit. The offer expired
in 2002. The Partnership's records indicate that 477 Units were sold to McDowell
Foods, Inc. as a result of this offer.

     Management  believes that Unit sales to Bond Purchase,  L.L.C. and McDowell
Foods,  Inc.,  will not adversely  affect the management or the liquidity of the
Partnership.  Additional  unsolicited  offers to purchase Units may occur in the
future.  From time to time,  the  Partnership  receives  requests to furnish the
names,  addresses  and  number  of Units  owned  by the  Limited  Partners.  The
Partnership  complies  with  such  requests  as  required  by the  terms  of the
Partnership Agreement and/or applicable law.

     At December  31,  2002 and  December  31,  2001,  there were  11,513  Units
outstanding.  The Units were owned  beneficially by 546 and 572 Limited Partners
respectively.  Cash  distributions paid to Unit holders in 2002 and 2001 totaled
$32,211 and $234,111 respectively.


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS.

LIQUIDITY AND CAPITAL RESOURCES.

     As of December 31, 2002, the Partnership  had cash and cash  equivalents of
$36,323  compared to $23,281 at December 31, 2001. The increase in cash and cash
equivalents is primarily the result of decreased  Limited Partner  distributions
and a decrease in other assets, partially offset by increased investment in real
estate and a decrease in the amount due to affiliates. The Partnership maintains
working capital  reserves equal to approximately 1% of the gross proceeds of the
Offering  ($57,645 at December 31, 2002),  which the General Partners believe is
adequate to satisfy cash requirements. The Managing General Partner periodically
reviews  the  level  of  working  capital   reserves  being  maintained  by  the
Partnership  and makes  adjustments  as and if deemed  necessary and in the best
interest of the  Partnership.  In  connection  therewith,  the Managing  General
Partner may, in its sole  discretion,  determine from time to time to distribute
amounts set aside for working capital  reserves to Limited  Partners,  but in no
event will the Managing  General Partner reduce working capital reserves to less

<PAGE>


than 1% of the gross  proceeds  of the  Offering by such  distributions.  To the
extent the  Partnership's  working capital reserves are depleted to less than 1%
as a result of the  application of such reserves for working  capital  purposes,
the Managing  General Partner  anticipates  that subsequent  Operating Cash Flow
will be utilized to replenish its working  capital  reserves to the level deemed
necessary for continued  operation of the Partnership  prior to the distribution
of  Operating  Cash  Flow  to the  Partners.  In the  event  such  reserves  are
insufficient to satisfy  unanticipated  costs, the Partnership would be required
to borrow additional funds to meet such costs.

     The Managing  General Partner is continuing to explore  opportunities  that
may be  deemed  advantageous  to the  Partnership,  including  the  sale  of the
Property. The Managing General Partner has engaged third party real estate firms
to review the feasibility of converting the Property to condominiums for sale of
individual  apartment  units  rather than  selling the  property as an apartment
community.  Preliminary  reports by such third party real estate firms  indicate
that a  conversion  could  generate  revenues  in excess of those  that could be
achieved  on a sale of the  Property as an  apartment  community.  The  Managing
General  Partner has  commissioned  a more  thorough  feasibility  report and is
reviewing  federal  tax  implications  of  selling   individual   apartments  as
condominiums  and  selling  the  property as a whole.  If the  Managing  General
Partner   determines   that  a  sale  of  the  Property,   directly  or  through
condominiumization,  is  advisable,  a vote  of the  Limited  Partners  will  be
solicited.

     The current mortgage  indebtedness of $4,457,188,  with an interest rate of
6.77%,  matures on August 31,  2004,  with an  expected  balloon  payment due of
approximately $4,395,561. The Managing General Partner expects that the mortgage
loan will be refinanced at maturity,  unless a sale of the Property occurs prior
to that time.  Under the terms of the loan,  the monthly  principal and interest
payments are  $30,124.  In addition to providing  current  beneficial  financing
terms,  the  General  Partners  believe the loan  should be very  attractive  to
potential  buyers of the  Property,  as it is assumable at a 1% fee,  subject to
lender approval.  The source of future  liquidity and cash  distributions to the
Partners is  dependent  upon the cash  generated by the  Property.  Based upon a
review of the existing  leases and occupancy  levels and cash flows generated by
the Property,  the General  Partners do not  anticipate a lack of liquidity.  At
December  31,  2002,  the  Property  was  generating  sufficient  cash flow from
operations to fund budgeted repairs and improvements and to service the existing
indebtedness,  which the General Partners believe will continue. With respect to
2002,  higher  unemployment and related factors,  and low home mortgage interest
rates both  contributed to lower economic  occupancy during 2002, as compared to
2001. In addition, as discussed below, the Partnership incurred higher operating
costs during the current reporting period, as compared to 2001. Due to these and
other  factors,  the  Managing  General  Partner did not make  distributions  to
Limited  Partners  for 2002,  although a  distribution  for 2001 was made to the
Limited  Partners  in the first  quarter of 2002.  Distributions  to the Limited
Partners for 2001 were 5.5% on an annualized basis. Annualized distributions are
a percentage of Limited  Partner net equity.  With respect to 2003, the Managing
General  Partner  expects  increases in property  taxes and  property  insurance
premiums  for the  Property.  Coupled  with  current  economic  factors that the
Managing General Partner believes are favoring new home purchases,  the Managing
General Partner  anticipates  that no distributions to the Limited Partners will
be made for 2003.  However,  distribution  estimates are based on projected cash
flow from Property operations and, therefore, actual distributions may vary from
the above estimate.

RESULTS OF OPERATIONS.

     Comparison of 2002 to 2001. The Property was 93.75% occupied as of December
31, 2002,  and 93.05%  occupied as of December 31, 2001. See the chart on page 2
detailing  occupancy as of December 31, 2002. The General  Partners believe that
during 2003 occupancy at the Property will range between 89 - 94% as a result of
weakened  economic  conditions.  For the  year  ended  December  31,  2002,  the
Partnership  had rental  revenues of $1,291,925  compared to $1,276,602  for the
year ended December 31, 2001.  Rental revenues  increased in 2002 primarily as a
result of a $22,346  increase  in  rental  rates,  and an  $18,163  decrease  in
vacancy,  partially  offset by a $20,056 increase in rental  concessions.  Other
revenue decreased in 2002, from 2001 levels, mainly due to the 2001 receipt of a
one-time  $64,066  refund of an  overpayment  of prior  years'  rubbish  removal
expense.  For the year ended  December 31, 2002,  the  Partnership  had incurred
expenses,  exclusive of interest  expense,  of $1,195,743,  an 11% increase from
expenses for the year ended December 31, 2001 of $1,076,994.  Property operating
expenses  increased from $309,223 in 2001 to $327,542 in 2002,  primarily as the
result  of  the  following  increases  in  expense:  water  and  sewer,  $5,670,

<PAGE>

structural  repairs and  supplies,  $12,978,  and heating,  ventilation  and air
conditioning,  $22,243,  partially offset by the following decreases in expense:
grounds  maintenance  and supplies,  $4,060,  painting and  decorating,  $4,950,
carpeting,  $5,911, and rubbish removal, $4,529. Structural supplies and repairs
increased primarily due to nonrecurring interior and exterior door replacements.
Heating,   ventilation  and  air   conditioning   increased   primarily  due  to
nonrecurring  furnace  inspection  costs,  $5,625,  and A-coil cleaning costs of
$16,031.  Painting and  decorating  decreased in 2002  primarily due to periodic
fence  painting  expense of $6,652 in 2001.  Repairs  and  maintenance  expenses
increased,  from  $28,174  in 2001 to  $44,424  in  2002,  primarily  due to the
following increases in expense: recurring structural repairs, $4,035, electrical
repairs  and  supplies,   $2,500,   recurring   heating   ventilation   and  air
conditioning,  $4,019,  and plumbing repairs and supplies,  $2,809.  Advertising
expense increased in 2002 to $42,768 compared with $37,407 in 2001.  Advertising
and marketing  expenses are higher primarily due to increased  marketing efforts
to improve and maintain occupancy. Depreciation expense increased to $326,112 in
2002  from  $314,634  in  2001,  due  to  fixed  asset  additions.  General  and
administrative  expenses  increased  29.13% from $210,959 in 2001 to $272,413 in
2002 primarily due to the following  increases in expense:  property  insurance,
$9,737, office and administrative salaries, $4,712,  professional fees, $32,924,
furniture rental, $6,850, office and administrative  expense,  $4,453, audit and
accounting  fees,  $5,900,  partially  offset by a $5,817  decrease  in bad debt
expense. Professional fees increased primarily due to higher quarterly reporting
expenses  and real  estate  valuation  expenses  totaling  $10,962.  Office  and
administrative  expense increased due to higher quarterly  reporting and postage
costs.  Real estate tax expense  increased 6.3%, from $88,046 in 2001 to $93,591
in 2002. The  Partnership  amortized  $19,508 as prepaid  mortgage loan costs in
both 2001 and 2002.  Management  fee  expense in 2002 was  $69,385,  compared to
$69,043 in 2001.

     Interest  income for the year ended December 31, 2002, was $2,335  compared
to $4,278 for the year ended December 31, 2001.  Interest expense decreased from
$308,065 in 2001 to $305,477 in 2002.  Interest expense for 2002 includes $1,917
in  interest  payments  related  to  the  purchase  of a  2001  Chevy  Silverado
maintenance  vehicle.  The  vehicle,  which is being  financed  over a five-year
period with an interest rate of 8.1% per annum, was purchased in August 2001 for
$27,300.

     In the second quarter of 2001, the  Partnership  received a one-time refund
in the amount of $64,066 for the  overpayment  of prior years'  rubbish  removal
expense.  The refund  resulted from a review,  conducted by Property  staff,  of
payments made to the rubbish removal company for services provided.

     The  Partnership had a net loss of $128,065 for the year ended December 31,
2002, as compared to net income of $32,949 for the year ended December 31, 2001,
as the result of  decreased  revenue and  increased  expenses for the year ended
December 31, 2002  compared to the year ended  December  31, 2001,  as discussed
above.

     Net cash flows provided by operating activities for the twelve months ended
December  31,  2002,  were  $212,007  compared  to net cash  flows  provided  by
operating  activities of $443,513 for the twelve months ended December 31, 2001.
The decrease in net cash flows provided by operating activities was attributable
primarily to a net loss in 2002 and a decrease in the amount due to  affiliates,
partially  offset by a decrease  in other  assets.  In the years  ended 2002 and
2001,  the  Partnership  paid  distributions  to Limited  Partners  of $2.80 and
$20.32,  respectively,  of  which  $2.80  and  $13.37  per  unit,  respectively,
represents  a return of capital  on a federal  income  tax  basis.  The  General
Partners  have not  received  distributions  in either  year.  The  decrease  in
distributions  in 2002,  as compared to the same period  one-year ago, is due to
the  accreases in net cash flows  provided by operating  activities.  Annualized
distributions are a percentage of Limited Partner net equity.  While the General
Partners hope to increase revenues generated by the Property in 2003 as compared
to 2002, by increasing  occupancy and rental rates,  current economic conditions
generally may limit their ability to do so. Accordingly, the General Partners do
not presently  anticipate that  distributions  will be made in 2003. The General
Partners  believe that current economic  conditions  continue to have a negative
effect  on the  multifamily  housing  markets  in  part  because  the  resulting
significant  decreases in home mortgage  rates have  encouraged  first time home
purchases. Although reports issued in 2002 by Fannie Mae indicated that mortgage
rates were  expected to rise in 2002,  such rates  remained low during the first
quarter of 2003. The Managing General Partner

<PAGE>

cannot predict if there will be increases,  or if so, how or when such increases
will  impact  demand  for  apartment  properties  like  those  at the  Property.
Additionally,  as indicated  above,  the Partnership  expects property taxes and
property  insurance  premiums to increase during 2003,  which likely will exceed
those  incurred  in 2001 and  2002.  Therefore,  the  Managing  General  Partner
anticipates that no distributions  will be made to the Limited Partners in 2003.
The level of 2003 quarterly  distributions to Limited Partners,  if any, will be
is dependent  on overall  Property  performance  and on  expenditures  for major
repairs and improvements, as discussed above.

     The Managing  General Partner is continuing to explore  opportunities  that
may be deemed advantageous to the Partnership,  including the condominiumization
and sale of the Property.

     The  Partnership  paid $51,833 to its  accountants,  Ernst & Young LLP, for
fiscal year 2002.

     Some  statements in this Form 10-KSB are forward looking and actual results
may differ materially from those stated. As discussed herein,  among the factors
that may affect actual results are changes in rental rates,  occupancy levels in
the  marketplace  in which  Barrington  Estates  competes  and/or  unanticipated
changes in expenses or capital expenditures.


INFLATION.

     Inflation  has several  types of  potentially  conflicting  impacts on real
estate  investments.  Short-term  inflation can increase  real estate  operating
costs,  which may or may not be recovered  through  increased rents and/or sales
prices,  depending on general or local  economic  conditions.  In the long-term,
inflation can be expected to increase  operating costs and replacement costs and
may lead to increased rental revenues and real estate values.


ITEM 7. FINANCIAL STATEMENTS.


                          Index to Financial Statements




Report of Independent Auditors...............................................F-2

Financial Statements

Balance Sheet - December 31, 2002 ...........................................F-3
Statements of Operations for the Years Ended
   December 31, 2002 and 2001................................................F-4
Statements of Partners' Capital for the Years
   Ended December 31, 2002 and 2001..........................................F-5
Statements of Cash Flows for the Years Ended
   December 31, 2002 and 2001................................................F-6
Notes to Financial Statements................................................F-7




<PAGE>






                         Report of Independent Auditors


To the Partners
ChrisKen Growth & Income L.P. II

We have audited the accompanying  balance sheet of ChrisKen Growth & Income L.P.
II (a Delaware  Limited  Partnership)  as of December 31, 2002,  and the related
statements of operations,  partners' capital, and cash flows for each of the two
years in the period ended December 31, 2002. These financial  statements are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with 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  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial position of ChrisKen Growth & Income L.P.
II at December 31, 2002,  and the results of its  operations  and its cash flows
for each of the two years in the period ended  December 31, 2002,  in conformity
with accounting principles generally accepted in the United States.


Ernst & Young LLP
Chicago, Illinois
February 27, 2003





                                      F-2


<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                                  Balance Sheet

                                December 31, 2002


Assets
Cash and cash equivalents                                      $        36,323
Restricted cash                                                         57,645
Real estate taxes and other escrows                                     76,376
Deferred financing fees, net of accumulated amortization
   of $67,465                                                           30,075
Other                                                                   11,622
                                                             -------------------
                                                                       212,041
Investment in real estate, at cost:
   Land                                                                315,334
   Land improvements                                                   326,998
   Building and improvements                                         4,923,608
   Fixtures and equipment                                              408,957
                                                             -------------------
                                                                     5,974,897
   Accumulated depreciation                                         (1,372,483)
                                                             -------------------
                                                                     4,602,414

                                                             -------------------
Total assets                                                     $   4,814,455
                                                             ===================

Liabilities and partners' capital
Accounts payable and accrued liabilities                         $     101,310
Accrued real estate taxes                                               96,349
Tenant security deposits                                                19,742
Due to affiliates                                                       27,655
Mortgage loan payable                                                4,457,188
                                                             -------------------
Total liabilities                                                    4,702,244

Partners' capital:
  General partners                                                      (1,280)
  Limited partner (11,513 units issued and outstanding)                113,491
                                                             -------------------
Total partners' capital                                                112,211


                                                             -------------------
Total liabilities and partners' capital                             $4,814,455
                                                             ===================

See accompanying notes.



                                      F-3

<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                            Statements of Operations


                                                       Year ended December 31
                                                       2002          2001
                                                 -------------------------------
Revenue
Rental                                              $1,291,925     $1,276,602
Interest                                                 2,335          4,278
Other                                                   78,895        137,128
                                                 -------------------------------
Total revenue                                        1,373,155      1,418,008

Expenses
Property operations                                    327,542        309,223
Interest                                               305,477        308,065
Real estate taxes                                       93,591         88,046
Repairs and maintenance                                 44,424         28,174
Advertising                                             42,768         37,407
Depreciation and amortization                          345,620        334,142
General and administrative                             272,413        210,959
Management fees - Affiliate                             69,385         69,043
                                                 -------------------------------
                                                     1,501,220      1,385,059
                                                 -------------------------------
Net (loss) income                                  $  (128,065)    $   32,949
                                                 ===============================

Net (loss) income allocated to general partners    $    (1,280)    $     -
                                                 ===============================
Net (loss) income allocated to limited partners    $  (126,785)    $   32,949
                                                 ===============================

Net (loss) income allocated to limited partners
   per limited partnership units outstanding       $    (11.01)    $     2.86
                                                 ===============================
Limited partnership units outstanding                   11,513         11,513
                                                 ===============================

See accompanying notes.



                                      F-4

<PAGE>



                       ChrisKen Growth and Income L.P. II
                        (A Delaware Limited Partnership)

                         Statements of Partners' Capital

                     Years ended December 31, 2002 and 2001



                                         Partners' Capital Accounts
                               -------------------------------------------------
                               General Partners  Limited Partners
                                                                     Total
                               -------------------------------------------------

Balance at January 1, 2001      $       _        $   473,649    $   473,649
Distributions (A)                       _           (234,111)      (234,111)
Net income                              -             32,949         32,949
                               -------------------------------------------------
Balance at December 31, 2001            -            272,487        272,487
Distributions (A)                       -            (32,211)       (32,211)
Net Loss                             (1,280)        (126,785)      (128,065)
                               -------------------------------------------------
Balance at December 31, 2002    $    (1,280)     $   113,491       $112,211
                               =================================================


Note (A): Summary of quarterly cash distributions paid per limited partnership
unit:

                                              2002             2001
                                         ------------------------------------

     First quarter                          $   2.80        $    4.66
     Second quarter                             -                5.47
     Third quarter                              -                5.53
     Fourth quarter                             -                4.66

See accompanying notes.



                                      F-5

<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                            Statements of Cash Flows


                                                          Year ended December 31
                                                             2002         2001
                                                          ----------------------

Cash flows from operating activities
Net (loss) income                                          $(128,065) $  32,949
Adjustments to reconcile net (loss) income to net cash
   flows provided by operating activities:
     Depreciation                                            326,112    314,634
     Amortization                                             19,508     19,508
     Net changes in operating assets and liabilities:
       Increase in real estate taxes and other escrows        (4,679)    (5,561)
       Decrease (increase) in other assets                     7,576     (7,728)
       Increase in accounts payable and accrued expenses       4,797     79,354
       Increase in tenant security deposits                    1,891        427
       (Decrease) increase in due to affiliates              (15,133)     9,930
                                                           ---------------------
Net cash flows provided by operating activities              212,007    443,513

Cash flows from investing activities
Additions to investment in real estate                      (109,150)  (172,690)
                                                           ---------------------
Cash flows used in investing activities                     (109,150)  (172,690)

Cash flows from financing activities
Principal payments                                           (57,604)   (53,844)
Distributions                                                (32,211)  (234,111)
                                                           ---------------------
Cash flows used in financing activities                      (89,815)  (287,955)
                                                           ---------------------

Net increase (decrease) in cash and cash equivalents          13,042    (17,132)
Cash and cash equivalents, beginning of year                  23,281     40,413
                                                           =====================
Cash and cash equivalents, end of year                     $  36,323  $  23,281
                                                           =====================

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                  $ 305,802  $ 308,368
                                                           =====================

See accompanying notes.





                                      F-6

<PAGE>



                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                          Notes to Financial Statements

                     Years ended December 31, 2002 and 2001

1. NATURE OF BUSINESS

Organizational Data

     ChrisKen Growth & Income L.P. II (the  Partnership)  is a Delaware  Limited
Partnership,  organized on May 9, 1989, with ChrisKen Income Properties, Inc. II
(Managing  General Partner) and ChrisKen  Limited  Partnership II as the General
Partners.  Pursuant to a public  offering (the Offering),  the Partnership  sold
11,529  limited  partnership  units at $500 for each unit.  The  proceeds of the
Offering  were used to acquire  Barrington  Estates (the  Property),  a 144-unit
residential rental complex.

Segments

     The  Partnership  has one  reportable  segment  which is the  ownership and
operation of a residential apartment community located in Indianapolis, Indiana,
which provides 100% of the Partnership's  revenue.  Leases are generally for one
year or less and no single tenant is significant to the Partnership's business.

2.  SIGNIFICANT ACCOUNTING POLICIES

Cash and Cash Equivalents

     The Partnership  considers all liquid  investments with a maturity of three
months or less when purchased to be cash equivalents.

Deferred Financing Fees

     Deferred  financing  fees are  amortized  over the life of the related loan
using a method approximating the effective interest method.

Investment in Real Estate

     Depreciation of property and improvements  held for investments is computed
by the straight-line method over 20 years and 5 years for equipment.

     In accordance  with SFAS 144, and prior to the adoption of SFAS 144,  under
SFAS No. 121, the Company 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 over their
expected  holding  periods are less than the carrying  amounts of those  assets.
Impairment losses are measured as the difference between carrying value and fair
value for assets to be held in the portfolio.  For assets to be sold, impairment
is measured as the difference  between carrying value and fair value, less costs
to dispose.  Fair value may be based upon estimated  cash flows  discounted at a
risk-adjusted  rate  of  interest,   comparable  or  anticipated  sales  in  the
marketplace, or estimated replacement cost, as adjusted to consider the costs of
retenanting and  repositioning  those properties which have significant  vacancy
issues, depending on the facts and circumstances of each property.

Rental Revenue

     The  Partnership  recognizes  rental revenues as they are due in accordance
with the terms of the respective tenant operating leases.  This method of rental
recognition  approximates a  straight-line  basis due to the  short-term  nature
(generally one year or less) of tenant leases.


                                      F-7
<PAGE>



Fair Value of Financial Instruments

     Statement of Financial Accounting Standards No. 107, Disclosures about Fair
Value of Financial  Instruments,  as amended,  requires disclosure of fair value
information  about  financial  instruments,  whether  or not  recognized  in the
balance sheet,  for which it is practical to estimate that value.  Substantially
all  financial   instruments  reflected  in  the  Partnership's  balance  sheet,
consisting of cash and cash equivalents,  restricted cash, escrow accounts,  and
accounts  payable are  equivalent  to their fair  values.  The fair value of the
Partnership's  mortgage  payable as of December 31, 2002 was  $4,697,021 and was
determined  based upon  discounted  cash flows,  using interest rates  currently
available on similar borrowings. Management is not aware of the existence of any
off-balance-sheet financial instruments.

Income Taxes

     The  Partnership  is not liable for  federal  income  taxes.  Each  partner
includes his  proportionate  share of partnership  income or loss in his own tax
return.  Therefore,  no  provision  for  income  taxes is made in the  financial
statements of the Partnership.

Use of Estimates

     The  preparation of the 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.

3.  BASIS OF PRESENTATION

     The  Partnership  maintains its accounting  books and records in accordance
with the  Internal  Revenue  Code's  rules  and  regulations.  The  accompanying
financial  statements  are prepared in  accordance  with  accounting  principles
generally  accepted  in the United  States,  which will  differ from the federal
income tax basis method of accounting due to the different  treatment of various
items as  specified  in the  Internal  Revenue  Code,  principally  depreciation
expense and prepaid rent. The net effect of these accounting differences is that
net income  recognized in the  financial  statements  for 2002 is  approximately
$32,000 lower than the taxable  income of the  Partnership  for the same period.
The  aggregate  cost of real estate for federal  income tax purposes at December
31, 2002 is approximately $8,100,000.

4.  PARTNERSHIP AGREEMENT

     The  Limited  Partners  are  entitled  to receive  90% of, and the  General
Partners 10% of, any operating cash flow, as defined,  provided,  however,  that
the General  Partners' 10% shall be  subordinated in each year to receipt by the
Limited  Partners of a preferential,  non-cumulative,  non-compounded  return on
their  adjusted  investment,  as  defined,  equal to 9% per  annum  (the  Annual
Preferred  Return).  Distributions  to  partners  in  2002  and  2001  were  not
sufficient to meet the Annual Preferred Return.

     Net sale or refinancing  proceeds,  as defined,  to the extent distributed,
will be allocated to the Limited  Partners  until the Limited  Partners  receive
distributions  equal to their adjusted  investment in the Partnership,  together
with an amount, to the extent not previously paid,  necessary to yield an annual
return on their adjusted  investment of 10% per annum, which shall be cumulative
but  non-compounded.  Thereafter,  85% of any additional net sale or refinancing
proceeds will be allocated to the Limited Partners, and 15% will be allocated to
the General  Partners.  Net proceeds  from a sale may not be  reinvested  in new
properties by the  Partnership  after the  Partnership  has completed its second
year of operations.  Net proceeds from a refinancing  will be reinvested only to
the extent necessary for improvements and repairs to existing properties.

     Profits  and losses  from  operations  are  allocated  between  the General
Partners and the Limited  Partners in the same  proportion as  distributions  of
operating cash flow attributable to such year, although if no such distributions
are made in such year,  profit and loss shall be  allocated  99% to the  Limited
Partners  and 1% to the General  Partners.  Profits  resulting  from the sale or
other  disposition of Partnership real estate assets shall be allocated first to
the Limited  Partners  until they have  received an amount so that their capital
account balances equal their adjusted  investment,  then to the Limited Partners
until  their  capital   account   balances   equal  their  unpaid   preferential
distribution,  as defined, plus their adjusted investment,  and thereafter,  the
remainder  will be allocated 85% to the Limited  Partners and 15% to the General
Partners.  For the year ended  December  31,  2002,  the  Partnership  made cash
distributions  of  $32,211  based on the 2001  fourth  quarter  cash  flow  from
operations.


                                      F-8
<PAGE>

     The  Partnership  shall  continue  until  December 31, 2028,  unless sooner
terminated pursuant to the applicable provisions of the Partnership Agreement.

     The Partnership maintains working capital reserves of 1% of the proceeds of
the limited partnership units sold as provided in the Partnership Agreement.  To
the extent  necessary  and in accordance  with the  Partnership  Agreement,  the
Managing  General  Partner,  at its discretion,  may adjust the level of working
capital  reserves  to meet  cash  requirement  needs  of the  Partnership.  Cash
restricted for working capital  reserve  purposes was $57,645 as of December 31,
2002.

5.  RELATED PARTY TRANSACTIONS

     The  Partnership  pays  management  fees to CREMCO,  L.L.C  ("CREMCO"),  an
affiliate of the General  Partners,  in an amount equal to 5% of property  gross
collections,  as defined in the management agreement.  Total management fees for
2002 and 2001 were $69,385 and $69,043,  respectively.  The management agreement
is subject to annual renewal. In addition, the Partnership reimburses CREMCO for
personnel costs directly  attributable to property  operations totaling $140,903
and  $131,525  in 2002 and  2001,  respectively.  These  costs are  included  in
property operations expense in the accompanying statements of operations. Unpaid
management  fees and  reimbursements  are included in due to  affiliates  in the
accompanying balance sheet.

6.  MORTGAGE LOAN PAYABLE

     The Partnership's  non-recourse first mortgage loan payable in the original
amount of $4,635,000  bears interest at 6.77% and requires  monthly  payments of
principal  and interest of $30,124  through the maturity date of August 31, 2004
at which time all outstanding  principal and interest are due. The mortgage loan
payable  is  collateralized  by  the  Partnership's   real  estate,  a  security
agreement, and an assignment of rents. The loan may be prepaid at any time after
September  1,  2000  with the  payment  of a  penalty,  as  defined  in the loan
documents.  The  Partnership  incurred  financing costs of $97,540 in connection
with the loan. These costs have been  capitalized as deferred  financing fees on
the balance sheet.

Future maturities are as follows:

                       Year                    Amount
                       ----                  -----------
                       2003                  $    61,627
                       2004                    4,395,561
                                             -----------
                                             $ 4,457,188

7.  OTHER REVENUE

     In June 2001, the Partnership received a refund for rubbish removal service
for the period from 1996 through  2000 in the amount of $64,066.  This amount is
included in the statement of operations as an increase to other revenue.

8.  Equipment Purchase

         On August 1, 2001, the Partnership obtained financing in the amount of
$27,300 to purchase a truck. The loan bears interest at 8.1% and requires
monthly payments of principal and interest of $555 through the maturity date of
September 1, 2006 at which time all outstanding principal and interest are due.
As of December 31, 2002, the remaining outstanding principal of $21,061 is
included in accounts payable and accrued liabilities.


                                      F-9

<PAGE>




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.

     The Partnership  does not have directors or officers.  The General Partners
of the  Partnership  are  ChrisKen  Income  Properties,  Inc.  II,  an  Illinois
corporation,  as Managing General Partner,  and ChrisKen Limited Partnership II,
an Illinois limited partnership, as Associate General Partner.

     Mr. John F.  Kennedy and Mr. John S. Marten own the issued and  outstanding
shares of the  Management  General  Partner.  Mr. Kennedy is the President and a
Trustee of ChrisKen Residential Trust, the controlling entity of CREMCO, L.L.C.,
the  management  agent of the Property.  Mr. Marten is a former  Executive  Vice
President - Property  Management and Trustee of ChrisKen  Residential Trust. The
sole officer and director of the Managing  General  Partner is John F.  Kennedy,
who is President and Secretary.  The general  partners of the Associate  General
Partner are Mr. Kennedy and ChrisKen Equities, Inc., an affiliate.

     The  following is a list of the  executive  officers  and  directors of the
Managing General Partner as of March 15, 2003:

         NAME                    AGE          POSITION
         ----                    ---          --------

         John F. Kennedy         52           Director, President and Secretary

     John F. Kennedy has been a Director,  President (Vice President until 1994)
and  Secretary  of the  Managing  General  Partner  since  1989 and is a general
partner of the  Associate  General  Partner.  Mr.  Kennedy is  President,  Chief
Executive Officer and a Trustee of ChrisKen  Residential  Trust, the controlling
entity of CREMCO,  L.L.C., the management agent of the Property. Mr. Kennedy has
also been an officer,  director and shareholder of several ChrisKen  affiliates.
Mr.  Kennedy is  currently a general  partner in five  affiliated  private  real
estate  limited  partnerships  located  primarily in the  Midwest,  as well as a
principal of the ChrisKen  Partners  Cash Income Fund L.P., a public real estate
limited  partnership.  Prior to co-founding The ChrisKen Group of companies,  he
was involved from 1977 to 1978 with  marketing  various  properties for American
Invsco,  a condominium  conversion firm  headquartered  in Chicago.  Mr. Kennedy
holds a Bachelor of Arts degree from DePaul  University.  Mr. Kennedy has been a
licensed real estate broker since 1981.


Item 10.EXECUTIVE COMPENSATION.

     The  Partnership  does not have  directors  or officers.  Furthermore,  the
Partnership  is not required to pay the  officers  and  directors of its General
Partners  any  current  or any  proposed  compensation  in their  capacities  as
officers and directors of the General  Partners.  The  Partnership  is, however,
required to pay certain  fees,  make  distributions  and allocate a share of the
profits or losses of the Partnership to the General  Partners as described under
the  caption   "Management   Compensation"   on  pages  10  through  15  of  the
Partnership's Prospectus, which description is incorporated herein by reference.

     The following is a schedule of the  compensation  paid or to be paid by the
Partnership  to the  General  Partners  or their  affiliates  for the year ended
December 31, 2002,  and a description  of the  transactions  giving rise to such
compensation:




<PAGE>

         Description of Transaction
         and Entity Receiving                                 Amount of
         Compensation                                         Compensation
         --------------------------                           ------------

         Reimbursement of property operating
         payroll costs to affiliate of the
         General Partners                                     $ 140,903

         Property Management Fee to affiliate
         of the General Partners                                 69,385
                                                              ------------
         Total                                                $ 210,288
                                                              ============


Item 11.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     (a) As of  December  31,  2002,  and  March 15,  2003,  11,513  Units  were
beneficially  owned  by 546  Limited  Partners.  To the  best  knowledge  of the
Partnership,  as of December 31, 2002, and March 15, 2003, one person owned more
than 5% of the Units.  That person is Bond Purchase  L.L.C.  - 104 Armour Road -
North Kansas City,  MO 64116,  which owns 611.4 or 5.3% of  outstanding  Limited
Partner Units.

     (b) The Partnership, as an entity, does not have any directors or officers.
Messrs.  Kennedy and Marten and Robert Mayer, Executive Vice President - Finance
of  ChrisKen  Residential  Trust,  each own 114.8 (1%),  112 (1%),  and 34 (.3%)
Units.


Item 12.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     CREMCO, L.L.C., an affiliate of the General Partners, has provided property
management  services for the Property since July 1, 2000. The management agent's
duties and responsibilities  include supervision of the day-to-day management of
the operations of the Property,  provision of long-range planning, and providing
such  assistance  and  consultation  to the Managing  General  Partner as may be
necessary to provide for the efficient  administration and the protection of the
Property.  Fees paid for management  services will be in addition to the General
Partners'  distributive  share of cash flow. CREMCO,  L.L.C.  earned $69,385 and
$69,043,  in 2002 and  2001,  respectively  for  such  management  services.  In
addition,  the Partnership  reimbursed  CREMCO,  L.L.C. for payroll expenses for
personnel directly related to property operations totaling $140,903 and $131,525
in 2002 and 2001, respectively.

     CREMCO, L.L.C. may be subject to conflicts of interest in the allocation of
personnel and time to the Property  since it renders  similar  services to other
partnerships  owning properties in competition with the Partnership's  Property.
However,  the General  Partners  believe  that  CREMCO,  L.L.C.  has  sufficient
personnel and other required resources to discharge all of its  responsibilities
to the various properties, including the Property that it manages.

     Neither the General  Partners  nor their  affiliates  are  prohibited  from
providing services to, and otherwise dealing or doing business with, persons who
deal with the Partnership.  However, no rebates or "give ups" may be received by
the General Partners or any such affiliates of the General Partners, nor may the
General Partners or any such affiliates  participate in any reciprocal  business
arrangements  which would have the effect of circumventing any of the provisions
of the Partnership Agreement.

     The  Partnership  may  enter  into  other  transactions  with an  affiliate
provided  that such  transactions  will be conducted by the General  Partners on
terms which are not less favorable to the Partnership  than those available from
others,  the fees and other terms of the contract are fully  disclosed  and such
party must have been previously  engaged in such business  independently  of the
Partnership and as an ordinary and ongoing business.

     Upon the sale or refinancing of a real estate  investment  purchased by the
Partnership, the General Partners will receive real estate brokerage commissions
in an amount  equal to the  lesser of:  (a) 3% of the gross  sales  price of the
Property;  or (b) " of the  competitive  real  estate  commission  if they  have
rendered such services;  provided,  however, that payment of such commissions to
the General Partners shall be subordinated to receipt by the Limited Partners of
their Adjusted Investment and their Preferential Distribution.



<PAGE>


Item 13.EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  The  following   exhibits  are  included  herein  or  incorporated  by
reference:

NUMBER   EXHIBIT

3.1  Certificate of Limited Partnership,  as amended  (incorporated by reference
     from Exhibit 3(e) of Registrant's  Form S-11  Registration  Statement filed
     August 25, 1989, SEC File No. 33-28893).

3.2  Pages 10-15 of the  Registrant's  final Prospectus dated September 8, 1989,
     as filed with the  Securities  and  Exchange  Commission  pursuant  to Rule
     424(b) under the Securities Act of 1933, as amended.

4    Amended and Restated Limited  Partnership  Agreement of Registrant dated as
     of September 8, 1989  (incorporated by reference from Exhibit 3.1, included
     in Amendment No. 4 to the  Registrant's  Form S-11  Registration  Statement
     filed August 25, 1989, S.E.C. File No. 33-28893).

10.1 Property  Management  Agreement  between the  Registrant  and ChrisKen Real
     Estate  Management  Company,  Inc.  (incorporated by reference from Exhibit
     19.1,   included  in  Amendment  No.  4  to  the  Registrant's   Form  S-11
     Registration Statement filed August 25, 1989, S.E.C. File No. 33-28893).

99.1 Certification  of CEO  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.2 Certification  of CFO  pursuant  to 18  U.S.C.  Section  1350,  as  adopted
     pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

     (b) Reports on Form 8-K.

     The  Partnership  did not file any  reports on Form 8-K during the  quarter
ended December 31, 2002.


Item 14.CONTROLS AND PROCEDURES.

     A. Evaluation of Disclosure Controls and Procedures

     The principal  executive  officer of our managing general partner,  John F.
Kennedy,  and the principal  financial  officer of our managing general partner,
Robert Mayer,  evaluated on January 15, 2003 the effectiveness of the design and
operation of our controls and other  procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within the time periods  specified in the SEC's rules and forms.  As a
result of this evaluation,  these executive  officers have concluded that, as of
such date,  the design and operation of our  disclosure  controls and procedures
were  adequate and designed to ensure that material  information  relating to us
would be made known to them.

     B. Changes in Internal Controls

     Since the date of the evaluation of our disclosure  controls and procedures
by Mr.  Kennedy and Mr. Mayer  described  above,  there have been no significant
changes in our internal  controls or in other  factors that could  significantly
affect our disclosure controls and procedures.




<PAGE>




                                   SIGNATURES



     In accordance  with Section 13 or 15(d) of the  Securities  Exchange Act of
1934,  as  amended,  the  registrant  has caused this report to be signed on its
behalf by the undersigned, there- unto duly authorized.

                                   CHRISKEN GROWTH & INCOME L.P. II

                                   By: ChrisKen Income Properties, Inc. II,
                                       Managing General Partner

     Date: April 7, 2003           By: /s/ John F. Kennedy
                                   ---------------------------------------------
                                   Director and President

     In accordance  with the Securities  Exchange Act of 1934, as amended,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

     Date:  April 7, 2003          By: /s/ John F. Kennedy
                                   ---------------------------------------------
                                       Director and President of the Managing
                                          General Partner



<PAGE>



          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, John F. Kennedy, certify that:

1. I have reviewed this annual report on Form 10-KSB of ChrisKen Growth & Income
L.P. II, a Delaware limited partnership;

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  officer  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 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 officer 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 officer 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: April 7, 2003

/s/John F. Kennedy
-------------------
John F. Kennedy
Chief Executive Officer
ChrisKen Income Properties, Inc. II,
Management General Partner
ChrisKen Growth & Income L.P. II




<PAGE>


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002




I, Robert Mayer, certify that:

1. I have reviewed this annual report on Form 10-KSB of ChrisKen Growth & Income
L.P. II, a Delaware limited partnership;

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  officer  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 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 officer 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 officer 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: April 7, 2003

/s/Robert Mayer
-------------------
Robert Mayer
Chief Financial Officer
ChrisKen Income Properties, Inc. II,
Managing General Partner
ChrisKen Growth & Income L.P. II


<PAGE>



Exhibit 99.1

          CERTIFICATION 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 of ChrisKen Growth & Income L.P. II, a
Delaware  limited  partnership  (the  "Company"),  on Form 10-KSB for the period
ending  December 31, 2002, as filed with the Securities and Exchange  Commission
on the date hereof (the "Report"),  I, John F. Kennedy,  Chief Executive Officer
of ChrisKen  Income  Properties,  Inc. II, the managing  general  partner of the
Company,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the  Sarbanes-Oxley  Act of 2002, that, to my knowledge and based
on my review of the Report:

     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 result of operations of the Company.




                                   By: /s/John F. Kennedy
                                       --------------------------------

                                   John F. Kennedy
                                   Chief Executive Officer
                                   ChrisKen Income Properties, Inc. II,
                                      Managing General Partner
                                   ChrisKen Growth & Income L.P. II

                                   April 7, 2003

A signed  original of this  written  statement  required by Section 906 has been
provided  to  ChrisKen  Growth & Income L.P. II and will be retained by ChrisKen
Growth & Income L.P. II and furnished to the Securities and Exchange  commission
or its staff upon request.




<PAGE>


Exhibit 99.2

          CERTIFICATION 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 of ChrisKen Growth & Income L.P. II, a
Delaware  limited  partnership  (the  "Company"),  on Form 10-KSB for the period
ending  December 31, 2002, as filed with the Securities and Exchange  Commission
on the date hereof (the "Report"),  I, Robert Mayer,  Chief Financial Officer of
ChrisKen  Income  Properties,  Inc.  II,  the  managing  general  partner of the
Company,  certify,  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the  Sarbanes-Oxley  Act of 2002, that, to my knowledge and based
on my review of the Report:

     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 result of operations of the Company.





                                   By: /s/Robert Mayer
                                       --------------------------------

                                   Robert Mayer
                                   Chief Financial Officer
                                   ChrisKen Income Properties, Inc. II,
                                      Managing General Partner
                                   ChrisKen Growth & Income L.P. II

                                   April 7, 2003


A signed  original of this  written  statement  required by Section 906 has been
provided  to  ChrisKen  Growth & Income L.P. II and will be retained by ChrisKen
Growth & Income L.P. II and furnished to the Securities and Exchange  commission
or its staff upon request.