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, 2000

                                       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,  2000 were  $1,266,422.  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, 2000 and March 15, 2001. 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.
<PAGE>

                       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

Item 1.   Description of Business............................................  1
Item 2.   Description of Properties..........................................  2
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 Holder  Matters...........................................  4
Item 6.   Management's Discussion and Analysis or Plan of Operation..........  4
Item 7.   Financial Statements...............................................  7
Item 8.   Changes in and Disagreements with Accountants on Accounting
          and Financial Disclosure...........................................  7

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange Act ........  8
Item 10.  Executive Compensation ............................................  8
Item 11.  Security Ownership of Certain Beneficial Owners and
          Management.........................................................  9
Item 12.  Certain Relationships and Related Transactions.....................  9
Item 13.  Exhibits and Reports on Form 8-K................................... 11

SIGNATURES................................................................... 12

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


<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 Director and Mr. Marten is
Executive Vice President - Property Management and a Director of the controlling
entity of CREMCO, L.L.C., the manager of the Property.

     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  which 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
eleven  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 manager 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
<PAGE>

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 2000
and none are presently scheduled for 2001.

         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, 2000, 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, 2000. All
tenant leases are for periods of three months to one year. There are two tenants
who each lease two units.  No other tenants lease more than one unit.  See table
below.



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

1         1 1/2TH        6          5       $ 699          855 SF      $.82
1         1             18         17       $ 585-595      628 SF      $.93-.95
2         1             14         10       $ 680          907 SF      $.75
2         2 1/2TH       24         24       $ 840        1,153 SF      $.73
2         1 1/2TH       36         35       $ 795        1,069 SF      $.74
3         2    TH        6          5       $ 945        1,295 SF      $.73
3         2 1/2TH       40         39       $1015        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 which may compete with the
Property:

<PAGE>

                              Competitive Projects

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

The Lakes        1 Bdrm 1 Bath         $  710-770        750-875       $.95-.88
                 2 Bdrm 2 Bath         $  870          1,075           $.81

The Kensington   1 Bdrm 1.5 Bath TH    $  565            800           $.71
                 2 Bdrm 2 Bath         $  640-669        850-1,100     $.75-.61
                 2 Bdrm 2.5 Bath TH    $  820          1,250           $.66
                 3 Bdrm 2.5 Bath       $1,030          1,600           $.64

Woodland Trace   1 Bdrm 1 Bath         $  615            960           $.64
                 2 Bdrm 2 Bath         $  710          1,200           $.59
                 2 Bdrm 2.5 Bath TH    $  885          1,620           $.55
                 3 Bdrm 2.5 Bath TH    $  945          1,800           $.53

Willow Lake      1 Bdrm 1 Bath         $  860          1,098           $.78
                 1 Bdrm 1 Bath         $  970          1,313           $.74
                 2 Bdrm 1 1/2Bath      $1,155          1,450           $.80
                 2 Bdrm 2 Bath TH      $1,270          1,745           $.73


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

     The Partnership is not a party to any litigation that would have a material
adverse impact upon its business or operations.

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.

<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  which 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".

     At December  31,  2000 and  December  31,  1999,  there were  11,513  Units
outstanding.  Cash  distributions paid to Unit holders for 2000 and 1999 totaled
$299,003 and $377,000 respectively.  In addition, in August 1999 the Partnership
paid a special  distribution to the Limited Partners in the amount of $1,496,690
which  represents  the net proceeds  from the mortgage  loan  refinancing.  This
special  distribution  was  treated  as a return  of  capital.  See also Item 6.
Management's Discussion - Liquidity and Capital Resources regarding purchases of
Units by the Partnership, certain affiliates and third parties.

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

Liquidity and Capital Resources.
-------------------------------

     In July 1999, the  Partnership  refinanced its  $3,000,000,  7.75% interest
only mortgage with a $4,635,000 loan with a 6.77% interest rate.  Payments under
the current loan are based on a 30 year  amortization.  The current loan matures
on August 31, 2004.  The old loan  required  monthly  interest  only payments of
$19,375.  Under the terms of the current  loan,  monthly  principal and interest
payments are $30,124.

     An  analysis  of  capital   improvement   funding   needs   resulted  in  a
determination that reserves in excess of the operating and contingency  reserves
discussed above was not necessary, therefore, net proceeds from the current loan
of $1,496,690 ($130 per Unit) were distributed to the Limited Partners in August
1999 as a return of  capital.  The General  Partners  did not receive a pro rata
distribution of the loan proceeds.  In addition to providing current  beneficial
financing  terms,  the General  Partners believe the current loan should be very
attractive to potential  buyers of the Property as it is assumable for a 1% fee,
subject to lender approval.
<PAGE>

     In  April  1999,  Peachtree  Partners,  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 525, or approximately  4.6% of
the outstanding  Limited  Partnership Units of the Partnership at $300 per Unit.
As of the  close of the  Peachtree  Partners  offer  period,  May 5,  1999,  the
Partnership's  records  indicate that 192 Units were sold by Limited Partners to
Peachtree Partners.  On April 23, 1999, the General Partners submitted an offer,
with an  expiration  date of May 31, 1999, to the Limited  Partners  whereby the
Partnership,  the General Partners and certain third parties,  would purchase up
500, or  approximately  to 4.6%, of the outstanding  units of the Partnership at
$320 per Unit. As a result of the Partnership's offer, its records indicate that
16  Units  were  purchased  by the  Partnership  and,  due to  Partnership  cash
restraints,  102 Units were  purchased by affiliates.  No additional  units were
purchased in 2000 by Peachtree Partners or the Partnership or its affiliates.

     On September 15, 2000, 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 4.6%,  or  approximately  525
Units, of outstanding  Limited  Partnership Units of the Partnership at $221 per
Unit. The  Partnership's  records  indicate that as of March 14, 2001, 229 Units
were sold by Limited Partners to Bond Purchase, L.L.C.

     Management  believes  that the Unit sales to  Peachtree  Partners  and Bond
Purchase,  L.L.C.  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, 2000,  the  Partnership  had cash and cash  equivalents  of
$40,413 compared to $152,293 at December 31, 1999. The decrease in cash and cash
equivalents is primarily the result of decreased  accounts  payable and mortgage
principal  and  increased  real  estate  tax  escrows,   prepaid  insurance  and
investment in real estate.  The  Partnership  has  established  working  capital
reserves  equal  to  approximately  1% of the  gross  proceeds  of the  Offering
($57,645 at December 31, 2000) 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 source of future  liquidity and cash  distributions  to the Partners is
dependent  primarily  upon the cash  generated by the Property.  At December 31,
2000, the Property was  generating,  and the General  Partners  believe that the
Property  will  continue to generate,  sufficient  cash flow from  operations to
service existing indebtedness.

<PAGE>

Results of Operations.
---------------------

     COMPARISON OF 2000 TO 1999. The Property was 93.75% occupied as of December
31, 2000,  and 97%  occupied as of December  31,  1999.  See the chart on page 2
detailing  occupancy as of December 31, 2000. The General  Partners believe that
during 2001 occupancy at the Property will range between 92 - 95% as a result of
stable  economic  conditions.   For  the  year  ended  December  31,  2000,  the
Partnership  had rental  revenues of $1,266,422  compared to $1,286,902  for the
year  ended  December  31,  1999.  Revenues  decreased  in 2000 as a  result  of
increased  employee  and model  unit  expense  and a 15.9%  increase  in vacancy
partially  offset by a 1% increase in rental rates.  For the year ended December
31, 2000, the Partnership had incurred expenses,  exclusive of interest expense,
of  $1,003,167,  a 14.8%  increase from expenses for the year ended December 31,
1999 of $873,784.  Property  operating expenses increased slightly from $289,912
in 1999 to $292,370 in 2000,  primarily as the result of the following increases
in expense: janitorial supplies and contracts,  $2,775, painting and decorating,
$2,892,  electrical upgrades,  $15,003, and maintenance salary expense,  $5,827,
partially offset by the following decreases in expense:  grounds maintenance and
supplies, $24,083, and carpet expense, $2,999. Electrical upgrades increased due
to non-recurring kitchen, $6,172, and carport, $9,000, improvements completed in
2000.  Maintenance salary expense was lower in 1999 due to temporary  reductions
in staff during the first and third quarters.  Grounds  maintenance and supplies
decreased mainly as the result of non-recurring  landscaping expenses of $14,562
and water main  repairs of $11,350  incurred in 1999.  Repairs  and  maintenance
expenses decreased, from $41,364 in 1999 to $26,086 in 2000 primarily due to the
following decreases in expense: plumbing repairs and supplies,  $2,614, heating,
ventilation and air  conditioning  supplies and repairs,  $3,390,  swimming pool
repairs and supplies,  $3,957,  and  electrical  repairs and  supplies,  $3,965.
Advertising  expense decreased slightly in 2000 to $28,052 compared with $28,587
in 1999.  Depreciation  expense  increased to $295,954 in 2000 from  $275,460 in
1999 due to fixed asset additions. General and administrative expenses increased
19.2% from  $160,181 in 1999 to $190,927 in 2000  primarily due to the following
increases in expense:  audit and accounting fees, $37,409,  insurance,  $10,139,
and  office  and  administrative  salaries,  $5,744,  partially  offset  by  the
following  decreases in expense:  corporate suite,  $6,565,  professional  fees,
$2,286 and miscellaneous  expense,  $5,989. Real estate tax expense increased in
2000,  compared to the same  period in 1999,  due to a real estate tax refund in
the amount of $66,895  received in 1999.  The refund,  which  reduced  1999 real
estate tax expense, resulted from the successful appeal of prior year assessment
values.  Interest expense increased due to the new mortgage, as discussed above.
The  Partnership  amortized  $19,508  as  prepaid  mortgage  loan  costs in 2000
compared with $8,941 in 1999.  Management  fees in 2000 are consistent with 1999
management fee expense.

     Interest  income for the year ended December 31, 2000, was $6,124  compared
to $22,951 for the year ended December 31, 1999.  Interest  income was higher in
1999 primarily due to interest received on prior year real estate tax refunds in
the amount of $8,513,  and interest  received from the short term  investment of
the mortgage refinance proceeds totaling $5,733.  Interest expense for the years
ended  December 31, 2000,  and 1999 was  $310,877  and  $270,630,  respectively.
Interest  expense  is  higher in 2000 due to higher  monthly  interest  payments
resulting from the refinancing of the mortgage in July 1999.
<PAGE>

     The  Partnership  earned net income of $29,802 for the year ended  December
31, 2000, as compared to net income of $237,151 for the year ended  December 31,
1999.  Net cash  provided by operating  activities in 2000 and 1999 was $329,313
and $474,610,  respectively.  For the years ended 2000 and 1999, the Partnership
paid  distributions to Limited Partners of $25.97 from recurring  operations and
$32.74 and $130 as mortgage loan refinancing  proceeds,  respectively,  of which
$20.46 and $140.48 per unit,  respectively,  represents a return of capital on a
federal income tax basis. The General  Partners have not received  distributions
from either recurring operations or mortgage loan refinancing proceeds.  Pending
capital  improvement  requirements  during 2001, the General  Partners intend to
continue making  distributions to Limited Partners in 2001, at or about the same
level as in 2000.  Although the Property is not currently marketed for sale, the
General Partners will continue to explore any opportunity deemed advantageous to
the Partnership, including the liquidation of the asset.

     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.

     Effective as of June 30, 2000, our manager, ChrisKen Real Estate Management
Company,  Inc. was merged into a subsidiary  of ChrisKen  Residential  Trust,  a
Maryland real estate investment trust. The subsidiary,  CREMCO,  L.L.C., assumed
the  management  contract  and now manages the  Property.  The General  Partners
believe that, in part because there were no changes at the property  level or in
the terms of the management contract, the merger will not have an adverse effect
on the Partnership or the Property.

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.

<PAGE>

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.

     Issued and outstanding  shares of the Managing General Partner are owned by
Mr. John F.  Kennedy and Mr. John S.  Marten.  Mr.  Kennedy is  President  and a
Director and Mr. Marten is Executive Vice President - Property  Management and a
Director  of the  controlling  entity of  CREMCO,  L.L.C.,  the  manager  of the
Property.  The sole officer of the Managing  General Partner is John F. Kennedy,
who is President and Secretary.  Mr.  Kennedy is its sole director.  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, 2001:

         Name                  Age                     Position
         ----                  ---                     --------

    John F. Kennedy             50           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 manager 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 8 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 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, 2000,  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                                           $121,574
Property Management Fee to affiliate
  of the General Partners                                      67,023
                                                             --------
         Total                                               $188,597
                                                             ========
<PAGE>

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

         (a) To the best knowledge of the Partnership,  as of December 31, 2000,
and March 15, 2001, 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,  2000,  and March 15,  2001,  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  as further
discussed on page 5. See Item 6., above.

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

     CREMCO,  L.L.C.,  an affiliate of the General  Partners,  provides property
management  services  for  the  Property.  The  property  manager's  duties  and
responsibilities  include  supervision  of  the  day-to-day  management  of  the
operations of the Property,  the rendition of long-range  planning  services and
rendering 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.  Any fees for  management  services will be in addition to the
General  Partners'  distributive  share  of cash  flow.  CREMCO,  L.L.C.  and/or
ChrisKen Real Estate  Management,  Inc. earned $67,023 and $67,197,  in 2000 and
1999,  respectively for such management services.  In addition,  the Partnership
reimbursed CREMCO,  L.L.C. and/or ChrisKen Real Estate Management Company,  Inc.
for payroll  expenses  for  personnel  directly  related to property  operations
totaling $121,574 and $121,826 in 2000 and 1999, respectively.

     There may be  conflicts  of interest on the part of CREMCO,  L.L.C.,  since
CREMCO,  L.L.C. may be rendering 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  with respect to the Property
that it  currently  manages  and any  properties  which it shall  manage for the
Partnership in the future.

     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.
<PAGE>

     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) 1/2 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.)


<PAGE>

<TABLE>
<CAPTION>

Item 13.          Exhibits and Reports on Form 8-K.
                  ---------------------------------
<S>               <C>
                  (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                                                 F-2

                  Financial Statements:

                  Balance Sheet - December 31, 2000                                              F-3
                  Statements of Income for the Years Ended
                    December 31, 2000 and 1999                                                   F-4
                  Statements of Partners' Capital (Deficit) for
                    the Years Ended December 31, 2000 and 1999                                   F-5
                   Statements of Cash Flows for the Years Ended
                    December 31, 2000 and 1999                                                   F-6
                  Notes to Financial Statements                                                  F-7

(b)               Reports on Form 8-K.

                  The Partnership did not file any reports on Form 8-K during the quarter
                  ended December 31, 2000.

</TABLE>

<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:    March 21, 2001    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:    March 21, 2001    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, 2000 AND 1999
                       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, 2000 ........................................F-3
Statements of Income for the Years Ended
   December 31, 2000 and 1999.............................................F-4
Statements of Partners' Capital for the Years
   Ended December 31, 2000 and 1999.......................................F-5
Statements of Cash Flows for the Years Ended
   December 31, 2000 and 1999.............................................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, 2000,  and the related
statements of income, partners' capital, and cash flows for the two years in the
period  ended   December  31,  2000.   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, 2000,  and the results of its  operations  and its cash flows
for each of the two years in the period ended  December 31, 2000,  in conformity
with accounting principles generally accepted in the United States.


Chicago, Illinois                              /s/ Ernst & Young LLP
                                              ----------------------------
March 2, 2001                                  Ernst & Young LLP








                                                                             F-2

<PAGE>


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

                                  Balance Sheet

                                December 31, 2000


ASSETS
Cash and cash equivalents                                      $     40,413
Restricted cash                                                      57,645
Real estate taxes and other escrows                                  66,136
Deferred financing fees, net of accumulated amortization             69,091
  of $28,449
Other                                                                11,470
                                                               ------------
                                                                    244,755
Investment in real estate, at cost:
   Land                                                             315,334
   Land improvements                                                296,652
   Building and improvements                                      4,863,459
   Fixtures and equipment                                           217,612
                                                               ------------
                                                                  5,693,057
   Accumulated depreciation                                        (731,737)
                                                               ------------
                                                                  4,961,320

                                                               ------------
Total assets                                                    $ 5,206,075
                                                              =============

LIABILITIES AND PARTNERS' CAPITAL
Accounts payable                                              $     53,579
Accrued real estate taxes                                           89,308
Tenants' security deposits                                          17,424
Due to affiliates                                                    3,479
Mortgage loan payable                                            4,568,636
                                                              ------------
Total liabilities                                                4,732,426

Partners' capital, 11,513 limited partnership units
   issued and outstanding                                          473,649

                                                              ------------
Total liabilities and partners' capital                        $ 5,206,075
                                                              ============

SEE ACCOMPANYING NOTES.



                                                                             F-3

<PAGE>


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

                              Statements of Income


                                                     YEAR ENDED DECEMBER 31
                                                     2000              1999
                                                  ----------------------------
REVENUE
Rental                                            $1,266,422        $1,286,902
Interest                                               6,124            22,951
Other                                                 71,300            71,712
                                                  ----------------------------
Total revenue                                      1,343,846         1,381,565

EXPENSES
Property operations                                  292,370           289,912
Interest                                             310,877           270,630
Real estate taxes                                     83,247             2,142
Repairs and maintenance                               26,086            41,364
Advertising                                           28,052            28,587
Depreciation and amortization                        315,462           284,401
General and administrative                           190,927           160,181
Management fees - Affiliate                           67,023            67,197
                                                  ----------------------------
                                                   1,314,044         1,144,414
                                                  ----------------------------
Net income                                        $   29,802        $  237,151
                                                  ============================

Net income allocated to general partners          $       -         $   23,715
                                                  ============================
Net income allocated to limited partners          $   29,802        $  213,436
                                                  ============================

Net income allocated to limited partners
   per limited partnership units outstanding      $     2.59        $    18.53
                                                  ============================
Limited partnership units outstanding                 11,513            11,516
                                                  ============================

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, 2000 and 1999

<TABLE>
<CAPTION>


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

<S>                                                   <C>                  <C>                  <C>
Balance at January 1, 1999                            $  21,212            $2,363,297           $2,384,509
Repurchase of limited partnership units                       -                (5,120)              (5,120)
Distributions (A)                                             -            (1,873,690)          (1,873,690)
Net income                                               23,715               213,436              237,151
                                                 ----------------------------------------------------------
Balance at December 31, 1999                             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
                                                 ==========================================================

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

                                                                             2000                 1999
                                                                            --------------------------------
                First quarter                                              $  6.53              $  8.83
                Second quarter                                                6.46                 8.65
                Third quarter                                                 6.46                 8.73
                Fourth quarter                                                6.53                 6.53

</TABLE>

SEE ACCOMPANYING NOTES.






                                                                             F-5

<PAGE>


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

                            Statements of Cash Flows

<TABLE>
<CAPTION>

                                                                            YEAR ENDED DECEMBER 31
                                                                             2000            1999
                                                                          ----------------------------
  <S>                                                                     <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net income                                                                $    29,802    $   237,151
Adjustments to reconcile net income to net cash flows
   provided by operating activities:
     Depreciation                                                             295,954        275,460
     Amortization                                                              19,508          8,941
     Net changes in operating assets and liabilities:
       (Increase) decrease in real estate taxes and other escrows             (15,625)       (12,480)
       (Increase) decrease in other assets                                      1,002        (10,129)
       Increase in accounts payable and accrued expenses                          440        (24,195)
       Decrease in tenants' security deposits                                    (534)        (1,310)
       Decrease in due to affiliates                                           (1,234)         1,172
                                                                          ----------------------------
Net cash flows provided by operating activities                               329,313        474,610

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investment in real estate                                        (91,861)       (76,102)
                                                                          ----------------------------
Cash flows used in investing activities                                       (91,861)       (76,102)

CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of mortgage loan payable                                                  -     (3,000,000)
Proceeds from new mortgage loan payable                                             -      4,635,000
Principal payments                                                            (50,329)       (16,035)
Financing costs                                                                     -        (97,540)
Repurchase of limited partnership units                                             -         (5,120)
Distributions                                                                (299,003)    (1,873,690)
                                                                          ----------------------------
Net cash flows used in financing activities                                  (349,332)      (357,385)
                                                                          ----------------------------

Net (decrease) increase in cash and cash equivalents                         (111,880)        41,123
Cash and cash equivalents, beginning of year                                  152,293        111,170
                                                                          ----------------------------
Cash and cash equivalents, end of year                                    $    40,413    $   152,293
                                                                          ============================

Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                 $   311,161    $   263,946
                                                                          ===========================
</TABLE>

SEE ACCOMPANYING NOTES.



                                                                             F-6

<PAGE>


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

                          Notes to Financial Statements

                     Years ended December 31, 2000 and 1999

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 EQUIVALENTS

The Partnership considers all highly 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.





                                                                             F-7

<PAGE>


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

                    Notes to Financial Statements (continued)



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.

The Partnership  incurred  depreciation expense of $295,954 and $275,460 in 2000
and 1999, respectively.

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,  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, 2000 was  $4,443,300  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.



                                                                             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 2000  and  1999 is  approximately
$33,597 greater and $19,217 lower, respectively,  than the taxable income of the
Partnership for the same periods.  The aggregate cost of real estate for federal
income tax purposes at December 31, 2000 is $7,795,616.


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 2000 and 1999 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.
At December 31, 2000, cash  restricted for working capital reserve  purposes was
$57,645.

5.  RELATED PARTY TRANSACTIONS

The  Partnership  pays  management  fees to  CREMCO,  L.L.C or its  predecessor,
ChrisKen Real Estate Management Company, (collectively,  "ChrisKen"), 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 2000 and 1999
were $67,023 and $67,197,  respectively.  The management agreement is subject to
annual renewal. In addition,  the Partnership  reimbursed ChrisKen for personnel
costs  directly  attributable  to  property  operations  totaling  $121,574  and
$121,826 in 2000 and 1999,  respectively.  These costs are  included in property
operations expense in the accompanying statements of income.




                                                                            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 of $3,000,000 bearing
interest  at 7.75%  was  refinanced  in July  1999  from the  proceeds  of a new
$4,635,000  mortgage loan payable.  The mortgage loan payable 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
mortgage  loan  payable 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  refinancing.  These
costs have been capitalized as deferred financing fees on the balance sheet. The
net proceeds from the refinancing  were  distributed to the Limited  Partners in
the amount of  $1,496,690  or $130 per unit in August 1999, as stipulated by the
Partnership Agreement.

Future maturities for the next five years are as follows:

                 YEAR                       AMOUNT
                 ----------------------------------
                 2001                    $   53,844
                 2002                        57,604
                 2003                        61,627
                 2004                     4,395,561
                                         ----------
                                         $4,568,636
                                         ==========

7.        REAL ESTATE TAX REFUND

During  1999,  the  Partnership   successfully  appealed  the  real  estate  tax
assessments for the period from 1995 through 1997 and the Partnership received a
refund in the amount of $57,412,  net of consulting fees of $9,483 and excluding
interest earned of $8,513. This amount is included in the statement of income as
a reduction to real estate tax expense in 1999.




                                                                            F-11