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, 2001

                                       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
--------------------------------------------------------------------------------
                        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, 2001 were  $1,276,602.  The  aggregate  sales price of the limited
partnership interests (the "Units") held by non-affiliates was $5,705,500 (based
on the price at which Units were offered to the public) at December 31, 2001 and
March 15, 2002.  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>


                               TABLE OF CONTENTS



PART I                                                                      PAGE
                                                                            ----


Item 1.   Description of Business   ...........................................1

Item 2.   Description of Property   ...........................................1

Item 3.   Legal Proceedings         ...........................................3

Item 4.   Submission of Matters to a Vote of Security Holders..................3



PART II.



Item 5.   Market for Registrant's Limited Partnership Interests and Related

          Security Matters          ...........................................4

Item 6.   Management's Discussion and Analysis of Financial Condition and

          Results of Operation      ...........................................4

Item 7.   Financial Statements      ...........................................6

Item 8.   Changes and Disagreements with Accountants on Accounting

          and Financial Disclosure  ...........................................6



PART III.



Item 9.   Directors, Executive Officers, Promoters and Persons; Compliance

          with Section 16 (a) of the Exchange Act .............................7

Item 10.  Executive Compensation    ...........................................7

Item 11.  Security Ownership of Certain Beneficial Owners and Management.......8

Item 12.  Certain Relationships and Related Transactions.......................8

Item 13.  Exhibits and Reports on Form 8-K....................................10



Signatures....................................................................11



INDEX TO FINANCIAL STATEMENTS................................................F-1









                                       (i)

<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  was an  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 - Analysis. 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
twelve  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 is  comprised of 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.  No additional  renovations  were completed in 2001
and none are presently scheduled for 2002.


     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 a 40-year straight-line  depreciation
for the portion allocable to tax-exempt Limited Partners.

     At December 31, 2001,  134 of the  Property's  units were occupied while 10
units were vacant  (93.05%  occupancy).  The chart below  details the  occupancy
status and rent structure of the  Property's  units as of December 31, 2001. 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.




Apartment Type     Number of    Occupied    Rent Per    Approximate   Average
--------------     Apartments   12/31/00     Month       Apartment   Rent/Sq.Ft.
#Bed     #Baths    ----------   --------    -------        Size         /Mo.
----     ------                                         -----------  -----------

1        1 1/2TH        6           6         $700        855 SF      $  .82

1        1             18          16      $630-$640      628 SF       $1.00
                                                                     - $1.02
2        1             14          12         $680        907 SF       $. 75

2        2 1/2TH       24          23         $840      1,153 SF       $. 73

2        1 1/2TH       36          34         $795      1,069 SF       $. 74

3        2    TH        6           6         $945      1,295 SF       $. 73

3        2 1/2TH       40          37       $1,015      1,456 SF       $. 70


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.

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















                              Competitive Projects


Project            Apartment Type       Rent Per   Approximate Apt.    Rent/Sq.
-------            --------------       Month       Size in Sq.Ft.     Ft./Mo.
                                        --------   ---------------     --------

The Lakes          1 Bdrm 1 Bath        $700-730       750-875         $.93-.83
                   2 Bdrm 2 Bath        $845            1,075            $.79

The Kensington     1 Bdrm 1.5 Bath TH   $660              800            $.83
                   2 Bdrm 2 Bath        $800            1,100            $.73
                   2 Bdrm 2.5 Bath TH   $850            1,250            $.68
                   3 Bdrm 2.5 Bath      $1,045          1,600            $.65

Woodland Trace     1 Bdrm 1 Bath        $615              960            $.64
                   2 Bdrm 2 Bath        $710            1,200            $.59
                   2 Bdrm 2.5 Bath TH   $825            1,620            $.51
                   3 Bdrm 2.5 Bath TH   $945            1,800            $.53

Willow Lake        1 Bdrm 1 Bath        $835            1,098            $.76
                   1 Bdrm 1 Bath        $970            1,313            $.74
                   2 Bdrm 1 1/2Bath     $1,180          1,450            $.81
                   2 Bdrm 2 Bath TH     $1,460          1,745            $.84



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, LLC, 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) (see MARTEN V. CHRISKEN  RESIDENTIAL  TRUST, ET AL., No. 01 CH
21979).  Neither the  Partnership  nor the General  Partners are parties to that
litigation.  In that  litigation,  which is pending in the Circuit Court of Cook
County,  Illinois,  County  Department,   Chancery  Division,  Mr.  Marten  made
allegations  regarding  the services  provided by the  trustees,  including  Mr.
Kennedy,  and sought,  among other things,  an injunction  prohibiting  CRT from
terminating  Mr. Marten as an officer or trustee of CRT.  Although Mr.  Marten's
request for injunctive relief was unsuccessful,  and he was subsequently removed
as an officer and trustee by the CRT board of trustees,  the litigation  against
CRT and its trustees is ongoing.


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.)








                                     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 March 23, 2001, Bond Purchase,  L.L.C., which is not affiliated with the
Partnership  or its General  Partners,  submitted  an  unsolicited  offer to the
Partnership's  Limited  Partners to purchase up to 300 Units,  or  approximately
2.6%, of the  outstanding  Units of the  Partnership at $241 per Unit. The offer
expired on May 15, 2001. The Partnership's records indicate that as of March 19,
2002, 46 Units were sold to Bond Purchase, L.L.C. as a result of this offer.

     On August 18, 2001, Bond Purchase, L.L.C., which is not affiliated with the
Partnership  or its General  Partners,  submitted  an  unsolicited  offer to the
Partnership's Limited Partners to purchase up to 230 Units, or approximately 2%,
of the outstanding  Units of the Partnership at $250 per Unit. The offer expired
on September 30, 2001. The  Partnership's  records indicate that as of March 19,
2002, 102 Units were sold to Bond Purchase, L.L.C. as a result of this offer. On
August  23,  2001,  the  General  Partners  submitted  an offer,  which  expired
September  13, 2001, to the Limited  Partners by which the General  Partners and
certain third parties would purchase up to 500 Units, or approximately  4.3%, of
the  outstanding  Units of the  Partnership  at a price of $255  per  Unit.  The
Partnership's  records indicate that as of March 19, 2002, 173.8 Units were sold
by Limited  Partners to Mr. John F.  Kennedy,  and other  parties as a result of
this offer.

     On November  1, 2001,  McDowell  Foods,  which is not  affiliated  with the
Partnership  or its General  Partners,  submitted  an  unsolicited  offer to the
Partnership's  Limited  Partners to purchase up to 450 Units,  or  approximately
3.9%, of the  outstanding  Units of the  Partnership at $263 per Unit. The offer
expired on December 15, 2001.  The  Partnership's  records  indicate  that as of
March 19,  2002,  84.2  Units  were sold to  McDowell  Foods as a result of this
offer.

     Management  believes  that the  Unit  sales to Bond  Purchase,  L.L.C.  and
McDowell  Foods will not  adversely  affect the  management  or 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,  2001 and  December  31,  2000,  there were  11,513  Units
outstanding.  Cash  distributions paid to Unit holders for 2001 and 2000 totaled
$234,111 and $299,003 respectively.


Item 6. Management's  Discussion and Analysis of Financial Condition and results
     of Operations.

Liquidity and Capital Resources.

     As of December 31, 2001, the Partnership  had cash and cash  equivalents of
$23,281  compared to $40,413 at December 31, 2000. The decrease in cash and cash
equivalents  is  primarily  the result of  increased  investment  in real estate
partially offset by increased accounts payable and decreased distributions.  The
Partnership has established  working capital  reserves equal to approximately 1%
of the gross proceeds of the Offering ($57,645 at December 31, 2001),  which the
General Partners believe is adequate to satisfy cash requirements.  The Managing
General Partner will  periodically  review the level of working capital reserves
being  maintained by the Partnership and will make  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 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 current mortgage  indebtedness of $4,514,792,  with an interest rate of
6.77%,  matures on August 31,  2004.  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,
2001, the Property was generating  sufficient  cash flow from operations to fund
the budgeted repairs and improvements and to service the existing  indebtedness,
which the General Partners  believe will continue.  Major repair and improvement
expenditures  were  higher in 2001 as  compared  to prior  years and  therefore,
distributions  to Limited  Partners  decreased in 2001 as compared to 2000.  The
distributions for the first and second quarters of 2001 were 6% compared to a 7%
distribution for the first and second quarters of 2000, on an annualized  basis.
Distributions   for  the  third  quarter  of  2001  and  2000  were  5%  and  7%
respectively,  on an annualized basis. Annualized distributions are a percentage
of Limited  Partner net  equity.  With  respect to 2002,  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, on an annualized basis,  distributions to the Limited Partners
will  decrease  from  5.5%  for  2001 to  approximately  3% for  2002.  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 2001 TO 2000. The Property was 93.05% occupied as of December
31, 2001,  and 93.75%  occupied as of December 31, 2000. See the chart on page 2
detailing  occupancy as of December 31, 2001. The General  Partners believe that
during 2002 occupancy at the Property will range between 90 - 93% as a result of
weakened  economic  conditions.  For the  year  ended  December  31,  2001,  the
Partnership  had rental  revenues of $1,276,602  compared to $1,266,422  for the
year ended December 31, 2000.  Rental revenues  increased in 2001 primarily as a
result of a $32,518  increase  in rental  rates,  partially  offset by a $23,490
increase in vacancy  loss.  Other revenue  increased in 2001,  from 2000 levels,
mainly due to the  receipt of a one-time  $64,066  refund of an  overpayment  of
prior years' rubbish removal expense.  For the year ended December 31, 2001, the
Partnership had incurred expenses,  exclusive of interest expense, of $1,076,994
a 7.4%  increase  from  expenses  for  the  year  ended  December  31,  2000  of
$1,003,167.  Property  operating  expenses  increased  from  $292,370 in 2000 to
$309,223 in 2001, primarily as the result of the following increases in expense:
janitorial  supplies and contracts,  $2,734,  painting and decorating,  $11,159,
maintenance  salary  expense,  $4,806,  and grounds  maintenance  and  supplies,
$14,002,  partially  offset by the  following  decreases in expense:  electrical
upgrades,   $15,233,  and  rubbish  removal,  $6,888.  Painting  and  decorating
increased in 2001 primarily due to periodic  fence  painting  expense of $6,652.
Maintenance  salary  expense was higher in 2001 due to temporary  reductions  in
staff  during the first and third  quarters  of 2000.  Grounds  maintenance  and
supplies  increased  mainly as the  result of an  increase  in  monthly  grounds
maintenance  averaging  $319 per month and  non-recurring  water main repairs of
$9,751  incurred  in  2001.   Electrical  upgrades  decreased  in  2001  due  to
non-recurring kitchen, $6,172, and carport, $9,000,  improvements,  completed in
2000.  Repairs  and  maintenance  expenses  increased,  from  $26,086 in 2000 to
$28,174 in 2001, primarily due to the following increases in expense: structural
repairs,  $1,168, and electrical repairs and supplies,  $3,020, partially offset
by a $1,105 decrease in carpet repairs. Advertising expense increased in 2001 to
$37,407  compared  with  $28,052  in 2000.  Depreciation  expense  increased  to
$314,634 in 2001 from $295,954 in 2000,  due to fixed asset  additions.  General
and  administrative  expenses increased 10.49% from $190,927 in 2000 to $210,959
in 2001 primarily due to the following increases in expense: property insurance,
$6,379, office and administrative salaries,  $3,823,  professional fees, $9,433,
bad debt expense $9,148, and miscellaneous expense,  $3,906, partially offset by
the following  decreases in expense:  audit and accounting  fees,  $13,476,  and
medical and life insurance,  $3,490.  Real estate tax expense  increased  5.76%,
from $83,247 in 2000 to $88,046 in 2001. The  Partnership  amortized  $19,508 as
prepaid  mortgage  loan costs in both 2000 and 2001.  Management  fee expense in
2001 was $69,043, compared to $67,023 in 2000.

     Interest  income for the year ended December 31, 2001, was $4,278  compared
to $6,124 for the year ended December 31, 2000.  Interest expense  decreased .9%
from  $310,877 in 2000 to $308,065 in 2001.  Interest  expense for 2001 includes
$722 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  earned net income of $32,949 for the year ended  December
31, 2001,  as compared to net income of $29,802 for the year ended  December 31,
2000, as the result of increased rental and other revenues,  partially offset by
increased  expenses for the year ended  December  31, 2001  compared to the year
ended December 31, 2000, as discussed above.

     Net cash flows provided by operating activities for the twelve months ended
December  31,  2001,  were  $443,514  compared  to net cash  flows  provided  by
operating  activities of $329,313 for the twelve months ended December 31, 2000.
The increase in net cash flows provided by operating activities was attributable
primarily  to an  increase  in net income  before  depreciation  expense  and an
increase in accounts payable and accrued real estate tax expense.  For the years
ended 2001 and 2000, the Partnership  paid  distributions to Limited Partners of
$20.32  and  $25.98,  respectively,   of  which  $13.37  and  $20.46  per  unit,
respectively,  represents a return of capital on a federal income tax basis. The
General Partners have not received distributions from recurring operations.  The
decrease in  distributions in 2001, as compared to the same period one-year ago,
is due to an annualized 2% reduction in distributions  for the fourth quarter of
1999  compared to the fourth  quarter of 2000,  an  annualized  1%  reduction in
distributions  for the first and second  quarters of 2001  compared to the first
and second quarters of 2000, and an annualized 2% reduction in distributions for
the third  quarter of 2001  compared  to the third  quarter of 2000.  Annualized
distributions are a percentage of Limited Partner net equity.  While the General
Partners hope to increase revenues generated by the Property in 2002 as compared
to 2001, by increasing  occupancy and rental rates,  current economic conditions
generally  may limit their ability to do so. 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 a
recent report issued by Fannie Mae indicates that mortgage rates are expected to
rise in 2002,  the  Managing  General  Partner  cannot  predict 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 2002, which likely will
exceed those incurred in 2000 and 2001. Therefore,  the Managing General Partner
expects that total annual  distributions  to the Limited  Partners will decrease
from 5.5% for 2001 to  approximately  3% for 2002. The Managing  General Partner
anticipates  that the level of 2002 quarterly  distributions to Limited Partners
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  sale  of the
Property.

     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.

     See  Index to  Financial  Statements  on Page F-1 of this Form  10-KSB  for
Financial Statements.

Item  8.  CHANGES  IN AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON  ACCOUNTING  AND
     FINANCIAL DISCLOSURE.

     None.





<PAGE>


                                    PART III

Item 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
     WITH SECTION 16(A)OF THE EXCHANGE ACT.

     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  owned  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, 2002:

NAME                       AGE                 POSITION

John F. Kennedy            51                  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, Chief Operating 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 6
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 Invesco, a condominium  conversion firm headquartered in
Chicago.  Mr. Kennedy of 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, 2001,  and a description  of the  transactions  giving rise to such
compensation:



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

Reimbursement of property operating
  payroll costs to affiliate of the
  General Partners                                        $131,525
Property Management Fee to affiliate
  of the General Partners                                   69,043
                                                        -----------
                    Total                                 $200,568
                                                        ===========

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

     (a)  To the best knowledge of the Partnership, as of December 31, 2001, and
          March 15, 2002, no person owned more than 5% of the Units

     (b)  The  Partnership,  as an  entity,  does  not  have  any  directors  or
          officers.  As of December 31, 2001,  and March 15, 2002,  11,513 Units
          were beneficially  owned by 572 Limited  Partners.  Effective April 1,
          1999,  Messrs.  Kennedy and Marten,  and Robert Mayer,  Executive Vice
          President - Finance of ChrisKen  Residential  Trust, each purchased 34
          Units at $320 per Unit from Limited  Partners as a result of the offer
          made by the Partnership.  Effective  October 1, 2001 Messrs.  Kennedy,
          Marten and Mayer acquired 80.8, 78 and 15 Units, respectively, at $255
          per Unit from  Limited  Partners  as a result of the offer made by the
          Partnership as further discussed in Item 6., above.


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.  Prior  thereto,  such
management  services were provided by ChrisKen Real Estate  Management  Company,
Inc., also an affiliate of the General Partners.  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. and its predecessor,  ChrisKen
Real Estate  Management,  Inc.  earned  $69,043 and  $67,023,  in 2001 and 2000,
respectively  for  such  management  services.  In  addition,   the  Partnership
reimbursed CREMCO,  L.L.C. and its predecessor,  ChrisKen Real Estate Management
Company,  Inc. for payroll  expenses for personnel  directly related to property
operations totaling $131,525 and $121,574 in 2001 and 2000, 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.






















                   (Balance of page intentionally left blank.)




























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).


(F-1)          Index to Financial Statements.

               Report of Independent Auditors
                 Financial Statements:                               F-2

               Balance Sheet - December 31, 2001                     F-3
               Statements of Income for the Years Ended
                 December 31, 2001 and 2000                          F-4
               Statements of Partners' Capital for the
                Years Ended December 31, 2001 and 2000           F-5
               Statements of Cash Flows for the Years Ended
                 December 31, 2001 and 2000                          F-6
               Notes to Financial Statements                         F-7

(a)            Reports on Form 8-K.

     The  Partnership  did not file any  reports on Form 8-K during the  quarter
ended December 31, 2001.


















                                   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 5, 2002                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 5, 2002                By:  /s/ John F. Kennedy
                                            -----------------------------------
                                            Director and President
                                            of the Managing General
                                            Partner



<PAGE>

                              Financial Statements

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                     YEARS ENDED DECEMBER 31, 2001 AND 2000
                       WITH REPORT OF INDEPENDENT AUDITORS


<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                         Index to Financial Statements




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

Financial Statements

Balance Sheet - December 31, 2001 ...........................................F-3
Statements of Income for the Years Ended
   December 31, 2001 and 2000................................................F-4
Statements of Partners' Capital for the Years
   Ended December 31, 2001 and 2000..........................................F-5
Statements of Cash Flows for the Years Ended
   December 31, 2001 and 2000................................................F-6
Notes to Financial Statements................................................F-7

                                                                        F-1


<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, 2001,  and the related
statements  of  income,  partners'  capital,  and cash flows for each of the two
years in the period ended December 31, 2001. 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, 2001,  and the results of its  operations  and its cash flows
for each of the two years in the period ended  December 31, 2001,  in conformity
with accounting principles generally accepted in the United States.


Chicago, Illinois
February 27, 2002


                                                                        F-2


<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                                 Balance Sheet

                               December 31, 2001


ASSETS
Cash and cash equivalents                                         $      23,281
Restricted cash                                                          57,645
Real estate taxes and other escrows                                      71,697
Deferred financing fees, net of accumulated
   amortization of $47,957                                               49,583
Other                                                                    19,198
                                                                  --------------
                                                                        221,404
Investment in real estate, at cost:
 Land                                                                   315,334
   Land improvements                                                    298,998
   Building and improvements                                          4,918,240
   Fixtures and equipment                                               333,175
                                                                  --------------
                                                                      5,865,747
   Accumulated depreciation                                          (1,046,371)
                                                                  --------------
                                                                      4,819,376

                                                                  --------------
Total assets                                                      $   5,040,780
                                                                  ==============

Liabilities and partners' capital
Accounts payable                                                  $     129,932
Accrued real estate taxes                                                92,309
Tenants' security deposits                                               17,851
Due to affiliates                                                        13,409
Mortgage loan payable                                                 4,514,792
                                                                  --------------
Total liabilities                                                     4,768,293

Partners' capital, 11,513 limited partnership
   units issued and outstanding                                         272,487
                                                                  --------------
Total liabilities and partners' capital                           $   5,040,780
                                                                  ==============

SEE ACCOMPANYING NOTES.


                                                                        F-3


<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                              Statements of Income


                                                      YEAR ENDED DECEMBER 31
                                                      2001             2000
                                                    ----------------------------
REVENUE
Rental                                              $1,276,602       $1,266,422
Interest                                                 4,278            6,124
Other                                                  137,127           71,300
                                                    ----------------------------
Total revenue                                        1,418,008        1,343,846

EXPENSES
Property operations                                    309,223          292,370
Interest                                               308,065          310,877
Real estate taxes                                       88,046           83,247
Repairs and maintenance                                 28,174           26,086
Advertising                                             37,407           28,052
Depreciation and amortization                          334,142          315,462
General and administrative                             210,959          190,927
Management fees - Affiliate                             69,043           67,023
                                                    ----------------------------
                                                     1,385,059        1,314,044
                                                    ----------------------------
Net income                                          $   32,949     $     29,802
                                                    ============================

Net income allocated to general partners            $     -        $       -
                                                    ============================
Net income allocated to limited partners            $   32,949     $     29,802
                                                    ============================
Net income allocated to limited partners per
   limited partnership units outstanding            $     2.86     $       2.59
                                                    ============================
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, 2001 and 2000



                                                 PARTNERS' CAPITAL ACCOUNTS
                                            ------------------------------------
                                             GENERAL     LIMITED
                                             PARTNERS    PARTNERS      TOTAL
                                            ------------------------------------

Balance at January 1, 2000                  $  44,927    $ 697,923   $  742,850
Reallocation of prior years' net income       (44,927)      44,927         -
Distributions (A)                                -        (299,003)    (299,003)
Net income                                       -          29,802       29,802
                                            ------------------------------------
Balance at December 31, 2000                     -         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
                                            ====================================

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

                                                    2001            2000
                                               ---------------------------------

                First quarter                   $    4.66        $    6.53
                Second quarter                       5.47             6.46
                Third quarter                        5.53             6.46
                Fourth quarter                       4.66             6.53

SEE ACCOMPANYING NOTES.


                                                                        F-5


<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                            Statements of Cash Flows


                                                         YEAR ENDED DECEMBER 31
                                                          2001           2000
                                                        ------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                              $   32,949   $   29,802
Adjustments to reconcile net income to net cash
  flows provided by operating activities:
    Depreciation                                           314,634      295,954
    Amortization                                            19,508       19,508
    Net changes in operating assets and liabilities:
      Increase in real estate taxes and other escrows       (5,561)     (15,625)
      (Increase) decrease in other assets                   (7,728)       1,002
      Increase in accounts payable and accrued expenses     79,354          440
      Increase (decrease) in tenants' security deposits        427         (534)
      Increase (decrease) in due to affiliates               9,930       (1,234)
                                                        ------------------------
Net cash flows provided by operating activities            443,513      329,313

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investment in real estate                    (172,690)     (91,861)
                                                        ------------------------
CASH FLOWS USED IN INVESTING ACTIVITIES                   (172,690)     (91,861)

Cash flows from financing activities
Repayment of mortgage loan payable                            -            -
Proceeds from new mortgage loan payable                       -            -
Principal payments                                         (53,844)     (50,329)
Financing costs                                               -            -
Repurchase of limited partnership units                       -            -
Distributions                                             (234,111)    (299,003)
                                                        ------------------------
Cash flows used in financing activities                   (287,955)    (349,332)
                                                        ------------------------

Net decrease in cash and cash equivalents                  (17,132)    (111,880)
Cash and cash equivalents, beginning of year                40,413      152,293
                                                        ------------------------
Cash and cash equivalents, end of year                  $   23,281    $  40,413
                                                        ========================
Supplemental disclosure of cash flow information:
  Cash paid during the year for interest                $  308,368    $ 311,161
                                                        ========================
 SEE ACCOMPANYING NOTES.


                                                                        F-6


<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                          Notes to Financial Statements

                     Years ended December 31, 2001 and 2000

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.


                                                                        F-7


<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                    Notes to Financial Statements (continued)


2. SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

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, 2001 was  $4,623,970 and was
determined  based upon  discounted  cash flows,  using interest rates  currently
available to the Partnership 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.

RECENTLY ISSUED PRONOUNCEMENT

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 144, Accounting for Impairment or Disposal of
Long-Lived Assets,  which is effective for fiscal years beginning after December
15, 2001.  Application  of the  provisions of this  statement is not expected to
affect the earnings and financial position of the Partnership.


                                                                        F-8

<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                    Notes to Financial Statements (continued)


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 2001 is approximately  $58,155 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, 2001 is
$7,968,310.

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,  noncumulative,  noncompounded  return  on  their
adjusted  investment,  as defined,  equal to 9% per annum (the Annual  Preferred
Return).  Distributions to partners in 2001 and 2000 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  noncompounded.  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.


                                                                        F-9


<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                    Notes to Financial Statements (continued)


4. PARTNERSHIP AGREEMENT (CONTINUED)

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.  During
2000 the  General  Partner  determined  that it is more likely than not that the
results of operations  allocated to the General  Partner in prior years will not
be distributed to the General  Partner.  Accordingly,  $44,937 of net income has
been re-allocated to the Limited Partners in the Statement of Partners' Capital.

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  between 1% and 5% 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, 2001.

5. RELATED PARTY TRANSACTIONS

     The  Partnership   paid  management  fees  to  CREMCO,   L.L.C.,   and  its
predecessor, ChrisKen Real Estate Management Company, Inc. ("Management Agent"),
affiliates of the General  Partners,  in an amount equal to 5% of property gross
collections,  as defined in the management agreement.  Total management fees for
2001 and 2000 were $69,043 and $67,023,  respectively.  The management agreement
is subject to annual  renewal.  In  addition,  the  Partnership  reimburses  the
Management   Agent  for  personnel  costs  directly   attributable  to  property
operations totaling $131,525 and $121,574 in 2001 and 2000, respectively.  These
costs are included in property operations expense in the accompanying statements
of income.  Unpaid  management  fees and  reimbursements  are included in due to
affiliates in the accompanying balance sheet.


                                                                        F-10


<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)

                    Notes to Financial Statements (continued)


6. MORTGAGE LOAN PAYABLE

The Partnership's nonrecourse 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
                           ----------------------------------
                           2002                   $    57,604
                           2003                        61,627
                           2004                     4,395,561
                                                  -----------
                                                  $ 4,514,792
                                                  ===========

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 income as an increase to other revenue.

8. EQUIPMENT PURCHASE

On August 1, 2001, the Partnership obtained financing to purchase a truck in the
amount of $27,300. 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,
2001,  the  Partnership  paid $722 of  interest  and the  remaining  outstanding
principal of $25,803 is included in accounts payable.


                                                                        F-11