<PAGE>

                     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, 1999

                                       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, 1999 were $1,268,902. The aggregate sales price of the
limited partnership interests (the "Units") held by non-affiliates was
$5,713,500 (based on the price at which Units were offered to the public) at
December 31, 1999 and March 15, 2000. 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
<TABLE>
<CAPTION>

                                                                                                 PAGE
                                                                                                 ----
<S>                                                                                          <C>
                                       PART I

Item 1.     Description of Business............................................................... 1
Item 2.     Description of Properties............................................................. 2
Item 3.     Legal Proceedings..................................................................... 4
Item 4.     Submission of Matters to a Vote of Security Holders................................... 4

                                     PART II

Item 5.     Market for Registrant's Limited Partnership Interests and Related
            Security Holder  Matters.............................................................. 5
Item 6.     Management's Discussion and Analysis or Plan of Operation............................. 5
Item 7.     Financial Statements...................................................................8
Item 8.     Changes in and Disagreements with Accountants on Accounting
            and Financial Disclosure.............................................................. 8

                                    PART III

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

SIGNATURES....................................................................................... 13

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

</TABLE>

                                       (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.
Mr. Marten is the President and a Director of ChrisKen Real Estate Management
Company, Inc. which manages the Property. 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.

         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. During 1997 the Partnership began marketing the Property
to potential buyers and planned to sell it during 1998. Pursuant to Statement of
Financial Accounting Standards No. 121 "IMPAIRMENT OF LONG-LIVED ASSETS AND
LONG-LIVED ASSETS TO BE DISPOSED OF" (SFAS No. 121) two significant accounting
events took place: A) the Property was reclassified to "Assets Held for Sale",
and B) in the fourth quarter of 1997 the recognition of depreciation expense was
discontinued. After extensive negotiations with the intended buyer regarding the
sale of the Property the transaction was terminated in early 1998. The
aforementioned SFAS No. 121 sets forth strict guidelines regarding the
classification of assets. Because the Partnership did not meet those guidelines,
the Property has been reclassified to Assets Held for Investment and
depreciation expense has been recognized effective June 1998. In connection with
these negotiations, the Partnership incurred disposition costs of $29,288 which
were expensed in 1997 and $88,921 which were expensed in 1998. The Partnership
has been operating for approximately ten 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.

                                        1

<PAGE>

         The Partnership has no employees. The General Partners believe that
ChrisKen Real Estate Management Company, Inc., (" ChrisKen Management") 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
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 1999
and none are presently scheduled for 2000.

         At December 31, 1999, 139 of the Property's units were occupied while 5
units were vacant (97% occupancy). The chart below details the occupancy status
and rent structure of the Property's units as of December 31, 1999. 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 on
following page.

                                        2

<PAGE>

<TABLE>
<CAPTION>

  APARTMENT TYPE
--------------------                 NUMBER OF        OCCUPIED        RENT PER                  APPROXIMATE     AVERAGE
# BED       #BATHS                  APARTMENTS        12/31/99          MONTH                    APARTMENT     RENT/SQ. FT.
------      --------                ----------        ---------      ----------                     SIZE           /MO.
                                                                                                -----------    ------------
<S>      <C>                     <C>                <C>            <C>                      <C>              <C>
1           1 1/2 TH                      6               6               $685                      855 SF          $.80
1           1                            18              18           $565-575                      628 SF      $.90-.92
2           1                            14              12           $650-660                      907 SF      $.72-.73
2           2 1/2 TH                     24              23               $800                    1,153 SF          $.69
2           1 1/2 TH                     36              36               $760                    1,069 SF          $.71
3           2     TH                      6               6               $915                    1,295 SF          $.71
3           2 1/2 TH                     40              38               $985                    1,456 SF          $.68

TH = Townhouse

</TABLE>

         The Property is managed by ChrisKen Real Estate Management Company,
Inc. ("ChrisKen Management"), an Affiliate of the General Partners. ChrisKen
Management 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 ChrisKen Management. 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:

<TABLE>
<CAPTION>

                                                          COMPETITIVE PROJECTS

PROJECT                    APARTMENT TYPE             RENT PER               APPROXIMATE APT.         RENT/SQ.
-------                    --------------              MONTH                 SIZE IN SQ. FT.          FT./MO.
                                                      --------               ----------------         ---------
<S>                      <C>                   <C>                       <C>                       <C>
Willow Lake                1 Bdrm 1 Bath              $775-800                     1,121              $.69-.71
                           2 Bdrm 2 Bath           $1,025-1097                     1,450              $.71-.76

The Kensington             1 Bdrm 1 Bath                  $529                       626                  $.85
                           2 Bdrm 1 Bath                  $620                       930                  $.67
                           2 Bdrm 2.5 Bath TH             $749                     1,300                  $.58
                           3 Bdrm 2.5 Bath                $849                     1,600                  $.53

Woodland Trace             1 Bdrm 1 Bath                  $595                       940                  $.63
                           2 Bdrm 2 Bath                  $680                     1,260                  $.54
                           2 Bdrm 2.5 Bath TH             $885                     1,710                  $.52
                           3 Bdrm 2.5 Bath TH             $930                     1,800                  $.52

</TABLE>

                                        3

<PAGE>

<TABLE>
<CAPTION>

                                                    COMPETITIVE PROJECTS -CONTINUED

PROJECT                    APARTMENT TYPE            RENT PER                APPROXIMATE APT.         RENT/SQ.
--------                   --------------              MONTH                  SIZE IN SQ. FT.          FT./MO.
                                                     ---------               ----------------        ---------
<S>                     <C>                       <C>                     <C>                     <C>
Avalon of Willow           1 Bdrm 1 Bath              $640-675                       750              $.85-.90
Lake                       1 Bdrm 1 Bath              $700-735                       875              $.80-.84
                           2 Bdrm 1 1/2Bath           $750-985                       930             $.81-1.06
                           2 Bdrm 2 Bath              $785-820                     1,078              $.73-.76
                           3 Bdrm 2 Bath              $940-975                     1,258              $.75-.78

</TABLE>

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.









                   (BALANCE OF PAGE INTENTIONALLY LEFT BLANK.)

                                        4


<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, 1999, 11,513 Units were outstanding, compared with
11,529 units outstanding at December 31, 1998. Cash distributions paid to Unit
holders for 1999 and 1998 totaled $377,000 and $288,225 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 new mortgage loan. This special distribution is being 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 new $4,635,000 loan with a 6.77% interest rate. Payments
under the new loan are based on a 30 year amortization. The new loan matures on
August 31, 2004. The old loan required monthly interest only payments of
$19,375. Under the terms of the new loan, monthly principal and interest
payments will be $30,124 effective September 1, 1999.

          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 new loan of
$1,496,690, $130 per Unit, was 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 new loan should be very
attractive to potential buyers of the Property as it is assumable for a 1% fee,
subject to lender approval.

                                        5

<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. 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 to 4.6% of the outstanding
units of the Partnership. 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. Management believes
that the Unit sales to Peachtree Partners or purchases of Units by the
Partnership, or affiliates, will not adversely affect the management or
liquidity of the Partnership.

         At December 31, 1999, the Partnership had cash and cash equivalents of
$152,293 compared to $111,170 at December 31, 1998. The increase in cash and
cash equivalents is primarily the result of increased net operating income
before depreciation, decreased real estate tax expense and prior year real
estate tax refunds, offset by an increase in real estate tax escrows and other
assets, increased mortgage principal and interest payments and decreased accrued
liabilities. The Partnership has established working capital reserves equal to
approximately 1% of the gross proceeds of the Offering ($57,645 at December 31,
1999) 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,
1999 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.

RESULTS OF OPERATIONS.

         COMPARISON OF 1999 TO 1998. The Property was 97% occupied as of
December 31, 1999, and 96% occupied as of December 31, 1998. See the chart on
page 3 detailing occupancy as of December 31, 1999. The General Partners
believe that during 2000 occupancy at the Property will remain at or above
95% as a result of stable economic conditions. For the year ended December
31, 1999, the Partnership had rental revenues of $1,286,902 compared to
$1,268,009 for the year ended December 31, 1998. Revenues increased in 1999
as a result of a 2.9% increase in

                                        6

<PAGE>

rental rates offset by a 59% increase in vacancy loss and 25% reduction in
corporate suite revenue. For the year ended December 31, 1999, the Partnership
had incurred expenses, exclusive of interest expense, of $873,784, a 5.4%
decrease from expenses for the year ended December 31, 1998 of $923,531.
Property operations increased 2.7% from $282,413 in 1998 to $289,912 in 1999,
primarily as the result of increased janitorial services, water/sewer utilities,
grounds maintenance, painting and decorating, swimming pool maintenance and
repair, offset by decreased carpet and appliance replacement and structural
repair costs. Real estate tax expense for the Property decreased significantly
this year, due to a successful appeal of prior year assessment values which
resulted in a refund of overpaid prior years taxes, in the amount of $66,895; a
reduction in the accrual for 1998 paid in 1999 and a reduction in the accrual
for current taxes due in 2000. Repairs and maintenance expenses increased from
$23,287 in 1998 to $41,364 in 1999 due to higher heating and ventilating,
electrical and plumbing repairs. Advertising expense increased slightly in 1999
to $28,587 compared with $27,409 in 1998. Depreciation expense increased from
$160,323 in 1998 to $275,460 in 1999 because depreciation expense was recognized
for a full year in 1999, but only the latter seven months of 1998. The property
was reclassified as held for sale in 1997 and then reclassified as held for
investment in June 1998, in accordance with SFAS No. 121. Had depreciation been
continued while the Property was classified as an Asset Held for Sale,
depreciation expense would have been $114,516 higher in 1998, with a
corresponding decrease in net income. The Partnership amortized $8,941 as
prepaid mortgage loan costs in 1999. Previous prepaid mortgage loan costs were
fully amortized in 1997. General and administrative expenses decreased 38% from
$257,148 in 1998 to $160,181 in 1999 primarily due to legal fees and property
disposition costs incurred in 1998 in connection with the possible sale of the
Property last year, for which there are no comparable expenses in 1999.
Corporate suite and office and administrative expenses also decreased, partially
offset by higher salary, payroll tax and insurance expenses. Management fee
expense decreased slightly from $67,526 in 1998 to $67,197 in 1999.

         Interest income for the year ended December 31, 1999, was $22,951
compared to $5,405 for the year ended December 31, 1998. Interest income
increased 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, 1999, and 1998 was $270,630 and $232,500,
respectively. Interest expense is higher in 1999 due to higher monthly interest
payments resulting from the refinancing of the mortgage in July 1999 .

         The Partnership earned net income of $237,151 for the year ended
December 31, 1999, as compared to net income of $185,416 for the year ended
December 31, 1998. Net cash provided by operating activities in 1999 and 1998
was $474,610 and $359,820, respectively. For the years ended 1999 and 1998, the
Partnership paid distributions to Limited Partners of $32.74 from recurring
operations and $130 as mortgage loan refinancing proceeds and $25.00 per unit,
respectively, of which $140.48 and $12.37 per unit, respectively, represents a
return of capital on a federal income tax basis. The General Partners intend to
continue making distributions to Limited Partners in 2000, at or about the same
level as in 1999.

         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

                                        7

<PAGE>

are changes in rental rates, occupancy levels in the market place in which
Barrington Estates competes and/or unanticipated changes in expenses or capital
expenditures.

IMPACT OF YEAR 2000

         In prior periods, the Partnership discussed the nature and progress of
its plans to become Year 2000 ready. In late 1999 the Partnership completed its
remediation and testing of systems. As a result of those planning and
implementation efforts, the Partnership experienced no significant disruptions
in mission critical information technology and non-information technology
systems and believes those systems successfully responded to the Year 2000 date
change. The Partnership is not aware of any material problems resulting from
Year 2000 issues, either with its internal systems, or the products and services
of third parties. The Partnership capitalized approximately $2,760 for computer
equipment and software upgrades during 1999 in connection with remediating its
systems and will expense $125 in related costs in 2000. The Partnership does not
anticipate any additional expense resulting from Year 2000 issues. The
Partnership will continue to monitor its mission critical computer applications
and those of its suppliers and vendors throughout the year 2000 to ensure that
any latent Year 2000 matters that may arise are addressed promptly.

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.

                                        8


<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. Marten is the President and a
Director of ChrisKen Real Estate Management Company, Inc. which manages 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, 2000:

<TABLE>
<CAPTION>

NAME                                AGE              POSITION
----                                ---              --------
<S>                             <C>               <C>
John F. Kennedy                     49               Director, President and Secretary

</TABLE>

         John F. Kennedy holds a Bachelor of Arts degree in Psychology from
DePaul University. Mr. Kennedy co-founded The ChrisKen Group with Mr. Christoph
in June of 1982 and has been an officer, director, and shareholder of its
Affiliated companies as they have been formed or incorporated. Mr. Kennedy has
been a Director, President (Vice President until 1994) and Secretary of the
Managing General Partner since 1989, Secretary of ChrisKen Real Estate
Management Company, Inc. and is a general partner of the Associate General
Partner. Prior to co-founding The ChrisKen Group, he was involved from 1977 to
1978 with marketing various properties for American Invesco, a condominium
conversion firm headquartered in Chicago. Mr. Kennedy served as Vice President
of marketing for a privately held real estate securities firm based in Hawaii
from 1978 to 1980. Mr. Kennedy has been a licensed real estate broker since 1981
and is currently a general partner in 26 privately offered real estate
partnerships located primarily in the Midwest. He also serves as a principal of
the General Partners of ChrisKen Partners Cash Income Fund L.P., a public real
estate limited partnership.

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

                                        9

<PAGE>

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, 1999, and a description of the transactions giving rise to such
compensation:

<TABLE>
<CAPTION>

DESCRIPTION OF TRANSACTION
AND ENTITY RECEIVING                                                       AMOUNT OF
COMPENSATION                                                            COMPENSATION
------------                                                            -------------
<S>                                                                <C>
Reimbursement of property operating
  payroll costs to Affiliate of the
  General Partners                                                         $121,826

Property Management Fee to Affiliate
  of the General Partners                                                    67,197
                                                                           ---------
         Total                                                             $189,023
                                                                           =========

</TABLE>

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

         (a) To the best knowledge of the Partnership, as of December 31, 1999,
and March 15, 2000, 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, 1999, and March 15, 2000, 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 Management, 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 6. See Item 6., above.

Item 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

         ChrisKen Management, 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. ChrisKen Management earned
$67,197 and $67,526, in 1999 and 1998, respectively for such management
services. In addition, the Partnership reimbursed ChrisKen Management for
payroll expenses for personnel directly related to property operations totaling
$121,826 and $110,744 in 1999 and 1998, respectively.

         There may be conflicts of interest on the part of ChrisKen Management
since ChrisKen Management may be rendering similar services to other
partnerships owning properties in competition with the Partnership's Property.
However, the General Partners believe that ChrisKen

                                       10

<PAGE>

Management 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.

         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.)

                                       11

<PAGE>

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

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

NUMBER         EXHIBIT
------         -------

(3)            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).

(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, 1999                        F-3
               Statements of Income for the Years Ended
               December 31, 1999 and 1998                               F-4
               Statements of Partners' Capital (Deficit) for
               the Years Ended December 31, 1999 and 1998               F-5
               Statements of Cash Flows for the Years Ended
               December 31, 1999 and 1998                               F-6
               Notes to Financial Statements                            F-7

(28)(1)        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.

(b)            Reports on Form 8-K.

         The Partnership did not file any reports on Form 8-K during the quarter
         ended December 31, 1999.

                                       12

<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, thereunto duly authorized.

                                  CHRISKEN GROWTH & INCOME L.P. II

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

Date:    March 17, 2000           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 17, 2000            By:   /s/ John F. Kennedy
                                      -----------------------------------------
                                         Director and President
                                        of the Managing General
                                        Partner






                                       13

<PAGE>

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

                   Index to Consolidated Financial Statements

<TABLE>
<CAPTION>
<S>                                                                       <C>
Report of Independent Auditors...............................................F-2

Financial Statements

Balance Sheet - December 31, 1999 ...........................................F-3
Statements of Income for the Years Ended
   December 31, 1999 and 1998................................................F-4
Statements of Partners' Capital for the Years
   Ended December 31, 1999 and 1998..........................................F-5
Statements of Cash Flows for the Years Ended
   December 31, 1999 and 1998................................................F-6
Notes to Financial Statements................................................F-7

</TABLE>

                                      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, 1999, and the related
statements of income, partners' capital, and cash flows for the two years in the
period ended December 31, 1999. 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, 1999, and the results of its operations and its cash flows
for each of the two years in the period ended December 31, 1999, in conformity
with accounting principles generally accepted in the United States.

                                                                   ERNST & YOUNG

Chicago, Illinois
March 7, 2000

                                      F-2

<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)
                                  Balance Sheet
                                December 31, 1999

<TABLE>
<CAPTION>
<S>                                                                                  <C>
ASSETS

Cash and cash equivalents                                                                    $   152,293
Restricted cash                                                                                   57,645
Real estate taxes and other escrows                                                               50,511
Deferred financing fees, net of accumulated amortization of $8,941                                88,599
Other                                                                                             12,472
                                                                                            ------------
                                                                                                 361,520
Investment in real estate, at cost:
   Land                                                                                          315,334
   Land improvements                                                                             284,714
   Building and improvements                                                                   4,863,459
   Fixtures and equipment                                                                        137,689
                                                                                            ------------
                                                                                               5,601,196
   Accumulated depreciation                                                                     (435,783)
                                                                                            ------------
                                                                                               5,165,413
                                                                                            ------------
Total assets                                                                                  $5,526,933
                                                                                            ============
LIABILITIES AND PARTNERS' CAPITAL
Accounts payable                                                                            $     54,507
Accrued real estate taxes                                                                         87,940
Tenants' security deposits                                                                        17,958
Due to affiliates                                                                                  4,713
Mortgage loan payable                                                                          4,618,965
                                                                                            ------------
Total liabilities                                                                              4,784,083
Partners' capital, 11,513 limited partnership units issued and
   outstanding                                                                                   742,850
                                                                                            ------------
Total liabilities and partners' capital                                                       $5,526,933
                                                                                            ============

</TABLE>

SEE ACCOMPANYING NOTES.


                                       F-3

<PAGE>


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

                              Statements of Income

<TABLE>
<CAPTION>

                                                                              YEAR ENDED DECEMBER 31
                                                                              1999              1998
                                                                          ------------------------------
<S>                                                                   <C>                <C>
REVENUE

Rental                                                                      $1,286,902        $1,268,009
Interest                                                                        22,951             5,405
Other                                                                           71,712            68,033
                                                                          ------------------------------
Total revenue                                                                1,381,565         1,341,447

EXPENSES
Property operations                                                            289,912           282,413
Interest                                                                       270,630           232,500
Real estate taxes                                                                2,142           105,425
Repairs and maintenance                                                         41,364            23,287
Advertising                                                                     28,587            27,409
Depreciation and amortization                                                  284,401           160,323
General and administrative                                                     160,181           257,148
Management fees - Affiliate                                                     67,197            67,526
                                                                          ------------------------------
                                                                             1,144,414         1,156,031
                                                                          ------------------------------
Net income                                                                   $ 237,151         $ 185,416
                                                                          ==============================
Net income allocated to general partners                                      $ 23,715          $ 18,542
                                                                          ==============================
Net income allocated to limited partners                                     $ 213,436         $ 166,874
                                                                          ==============================

Net income allocated to limited partners per weighted-average limited
   partnership unit outstanding                                               $  18.53          $  14.47
                                                                          ==============================
Weighted-average limited partnership units outstanding                          11,516            11,529
                                                                          ==============================

</TABLE>

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, 1999 and 1998

<TABLE>
<CAPTION>

                                                                  PARTNERS' CAPITAL ACCOUNTS
                                                 --------------------------------------------------------------
                                                       GENERAL              LIMITED
                                                       PARTNERS             PARTNERS                TOTAL
                                                 --------------------------------------------------------------
<S>                                             <C>                    <C>                   <C>
Balance at January 1, 1998                             $  2,670            $2,484,648           $2,487,318
Distributions (A)                                             -              (288,225)            (288,225)
Net income                                               18,542               166,874              185,416
                                                 --------------------------------------------------------------
Balance at December 31, 1998                             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
                                                 ==============================================================

</TABLE>

Note (A): Summary of quarterly cash distributions paid per limited partnership
          unit excluding the $130.00 distribution per limited partnership unit
          from the excess proceeds of the new mortgage loan in 1999:

<TABLE>
<CAPTION>

                                                         1999              1998
                                                   -----------------------------
<S>                                              <C>                 <C>
                First quarter                            $8.83            $6.30
                Second quarter                            8.65             6.16
                Third quarter                             8.73             6.24
                Fourth quarter                            6.53             6.30

</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
                                                                                  1999            1998
                                                                          --------------------------------
<S>                                                                      <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net income                                                                    $   237,151    $   185,416
Adjustments to reconcile net income to net cash flows
   provided by operating activities:
     Depreciation                                                                 275,460        160,323
     Amortization                                                                   8,941              -
     Net changes in operating assets and liabilities:
       (Increase) decrease in real estate taxes and other escrows                 (12,480)        11,954
       (Increase) decrease in other assets                                        (10,129)        10,048
       Decrease in accounts payable and accrued expenses                          (24,195)       (10,872)
       Decrease in tenants' security deposits                                      (1,310)          (590)
       Increase in due to affiliates                                                1,172          3,541
                                                                          --------------------------------
Net cash flows provided by operating activities                                   474,610        359,820

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investment in real estate                                            (76,102)       (30,524)
                                                                          --------------------------------
Cash flows used in investing activities                                           (76,102)       (30,524)
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of mortgage loan payable                                             (3,000,000)             -
Proceeds from new mortgage loan payable                                         4,635,000              -
Principal payments                                                                (16,035)             -
Financing costs                                                                   (97,540)             -
Repurchase of limited partnership units                                            (5,120)             -
Distributions to limited partners                                              (1,873,690)      (288,225)
                                                                          --------------------------------
Net cash flows used in financing activities                                      (357,385)      (288,225)
                                                                          --------------------------------
Net increase in cash and cash equivalents                                          41,123         41,071
Cash and cash equivalents, beginning of year                                      111,170         70,099
                                                                          --------------------------------
Cash and cash equivalents, end of year                                        $   152,293    $   111,170
                                                                          ================================
Supplemental disclosure of cash flow information:
   Cash paid during the year for interest                                     $   263,946    $   232,500
                                                                          ================================

</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, 1999 and 1998

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. During 1999, the Partnership offered to repurchase
up to 525 limited partnership units at $320 per unit. A total of 16 units were
submitted to the Partnership for repurchase pursuant to this offer.

SEGMENT OF BUSINESS

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)

2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENT IN REAL ESTATE

During 1997, the Partnership began marketing the Property to potential buyers
and planned to sell it during 1998. In accordance with Statement of Financial
Accounting Standards (SFAS) No. 121, ACCOUNTING FOR THE IMPAIRMENT OF LONG-LIVED
ASSETS AND FOR LONG-LIVED ASSETS TO BE DISPOSED OF, the Partnership reclassified
the investment in real estate with a net book value of $5,494,570 to assets held
for sale during 1997 and discontinued recognition of depreciation expense. The
estimated fair value less cost to sell the Property exceeded the Partnership's
carrying value.

In February 1998, a lawsuit was filed against the Partnership by a prospective
buyer of the Property. The lawsuit was settled as of June 1, 1998, and the
Partnership has ceased marketing the property and has no present plans to
dispose of the Property. Accordingly, as of June 1, 1998, the Property is no
longer considered an asset held for sale and the net book value of $5,494,570
has been reclassified as an investment in real estate.

Prior to the decision to hold the Property for sale, depreciation of property
and improvements was computed using the straight-line method over the estimated
useful lives of the assets. Residential property was depreciated over 27.5 years
and equipment was depreciated over seven years. As of June 1, 1998, depreciation
is based on the net book value of the property and is computed by the
straight-line method over the remaining 20 year life of the residential property
and average remaining 3.5 year life for equipment.

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,

                                      F-8

<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)
                    Notes to Financial Statements (continued)


2.  SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

accounts payable, and mortgage loan payable are, by their terms, equivalent with
respect to carrying and fair values. Management is not aware of the existence of
any off-balance-sheet financial instruments.

INCOME TAXES

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

USE OF ESTIMATES

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

3.  BASIS OF PRESENTATION

The Partnership maintains its accounting books and records in accordance with
the Internal Revenue Code's rules and regulations. The accompanying financial
statements are prepared in accordance with accounting principles generally
accepted in the United States, which will differ from the federal income tax
basis method of accounting due to the different treatment of various items as
specified in the Internal Revenue Code, principally depreciation expense and
prepaid rent. The net effect of these accounting differences is that net income
recognized in the financial statements for 1999 and 1998 is approximately
$19,217 lower and $39,491 greater, 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, 1999 is $7,703,756.

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 1999 and 1998 were not sufficient to meet
the Annual Preferred Return.

                                      F-9

<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)
                    Notes to Financial Statements (continued)


4.  PARTNERSHIP AGREEMENT (CONTINUED)

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.

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. To
reflect the cash flow priorities of the respective partners, profit and loss
have been allocated 90% to the Limited Partners and 10% to the General Partners
for financial reporting purposes only. Ultimate cash flow distributions continue
to be subject to the preferential return computation described above.

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, 1999, cash restricted for working capital reserve purposes was
$57,645.

                                      F-10

<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)
                    Notes to Financial Statements (continued)

5.  RELATED PARTY TRANSACTIONS

The Partnership pays management fees to ChrisKen Real Estate Management Company,
Inc. ("ChrisKen"), an affiliate of the General Partners, in an amount equal to
5% of property gross collections, as defined in the management agreement. Total
management fees for 1999 and 1998 were $67,197 and $67,526, respectively. The
management agreement is subject to annual renewal. In addition, the Partnership
reimbursed ChrisKen for personnel costs directly attributable to property
operations totaling $121,826 and $113,462 in 1999 and 1998, respectively. These
costs are included in property operation expenses in the accompanying statements
of income.

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 new 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 new mortgage loan payable is collateralized
by the Partnership's real estate, a security agreement, and an assignment of
rents. The new 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:

<TABLE>
<CAPTION>

YEAR                                                        AMOUNT
---------------------------------------------------------------------
<S>                                                  <C>
2000                                                     $     50,329
2001                                                           53,844
2002                                                           57,604
2003                                                           61,627
2004                                                        4,395,561
                                                      ---------------
                                                           $4,618,965
                                                      ===============

</TABLE>

                                      F-11

<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A DELAWARE LIMITED PARTNERSHIP)
                    Notes to Financial Statements (continued)

7.  OTHER MATTERS

In February 1998, a lawsuit was filed against the Partnership by a prospective
buyer of the Property regarding termination of the contract to sell the
Property. The lawsuit was settled as of June 1, 1998. Settlement costs and
related legal fees charged to general and administrative expense pertaining to
this matter amounted to $88,921 in 1998.

8.       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-12