SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549


                               FORM 10-K405/A

                               AMENDMENT NO. 1


              Filed pursuant to Section 12, 13, or 15(d) of the
                       Securities Exchange Act of 1934



                       ARVIDA/JMB PARTNERS, L.P. - II
            -----------------------------------------------------
           (Exact name of registrant as specified in its charter)



                                            IRS Employer Identification    

Commission File No. 0-19245                       No. 58-1809884



     The undersigned registrant hereby amends the following sections of its
Report for the year ended December 31, 1996 on Form 10-K405 as set forth in
the pages attached hereto:

                                   PAGE IV

     Item 14. Exhibits, Financial Statement Schedules, and 
              Reports on Form 8-K.  Pages 51 to 54


                     EXHIBIT INDEX AND EXHIBITS THERETO


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.


                             ARVIDA/JMB PARTNERS, L.P. - II

                             BY:   Arvida/JMB Managers-II, Inc.
                                   (The General Partner)


                                   By:  GAILEN J. HULL
                                        Gailen J. Hull, 
                                        Senior Vice President and
                                        Principal Accounting Officer


Dated:  April 21, 1997





                                   PART IV


ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

         (a)  The following documents are filed as part of this report:

              I.    Financial Statements.  (See Index to Financial
                    Statements filed with this annual report on Form 10-K).

              II.   Exhibits.

                    3.       Amended and Restated Agreement of Limited
Partnership incorporated herein by reference.***

                    4.1.     Assignment Agreement by and among the
Partnership, the General Partner, the Initial Limited Partner and the
Holders of Interests incorporated herein by reference.***

                    4.2.     Amended and Restated Credit Agreement dated
June 23, 1992 between Arvida/JMB Partners, L.P.-II and Continental Bank
N.A. and Bank of America National Trust and Savings Association is
incorporated herein by reference.**

                    4.3.     Various mortgages and other security interests
dated April 30, 1992 related to Arvida/JMB Partners, L.P.-II's Heathrow,
Talega, Wesmere, Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and
SouthRidge Lakes properties which secure loans under the Amended and
Restated Credit Agreement referred to in Exhibit 4.3 are incorporated
herein by reference.**

                    4.4.     Revolving Loan and Letter of Credit Facility
Credit Agreement dated June 23, 1992 between Arvida/JMB Partners, L.P.-II
and Continental Bank N.A. and Bank of America National Trust and Savings
Association is incorporated herein by reference.**

                    4.5.     Various mortgages and other security interests
dated June 23, 1992 related to Arvida/JMB Partners, L.P.-II's Heathrow,
Talega, Wesmere, Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and
SouthRidge Lakes properties which secure loans under the Revolving Loan and
Letter of Credit Facility Credit Agreement referred to in Exhibit 4.5 are
incorporated herein by reference.**

                    4.6.     Interim Bank Letter Agreement dated March 25,
1992 between Arvida/JMB Partners, L.P.-II and Continental Bank N.A., Bank
of America National Trust and Savings Association, and Unibank is
incorporated herein by reference.**

                    4.7.     Promissory Note effective July 1, 1992 between
Arvida/JMB Partners, L.P.-II and Arvida/JMB Managers-II, Inc. is
incorporated herein by reference to Exhibit 4.8 to the Partnership's Form
10-K (File No. 0-19245) filed on April 14, 1995.

                                     51




                    4.8.     Forbearance and Modification Agreement (Credit
Agreement) dated March 21, 1995 by and among Arvida/JMB Partners, L.P.-II,
Heathrow Development Associates, Ltd., Eagle Watch Partners, Bank of
America Illinois and Bank of America National Trust and Savings Association
is incorporated herein by reference.  ****

                    4.9      Forbearance and Modification Agreement
(Amended and Restated Credit Agreement) dated March 21, 1995 by and among
Arvida/JMB Partners, L.P.-II, Heathrow Development Associates, Ltd., Eagle
Watch Partners, Bank of America Illinois and Bank of America National Trust
and Savings Association is incorporated herein by reference.  ****

                    4.10.    Letter dated September 20, 1994 from the
Partnership to Bank of America regarding the Partnership's acknowledgement
that all proceeds from the sale of Collateral shall be delivered
immediately to Co-Lenders is herein incorporated by reference to Exhibit
4.9 to the Partnership's Report on Form 10-Q (File No. 0-19245) filed on 
November 11, 1994.

                    4.11.    Letter Agreement dated October 31, 1995
supplementing Forbearance Agreements with Lenders is herein incorporated by
reference to Exhibit 4.12 to the Partnership's Form 10-Q Report (File No.
0-19245) filed on November 9, 1995.

                    4.12.    Amendment of Forbearance and Modification
Agreement dated September 24, 1996 is herein incorporated by reference to
Exhibit 4.13 to the Partnership's Report on Form 10-Q (File No. 0-19245)
dated November 8, 1996.

                    10.1.    Management, Advisory and Supervisory Agreement
between the Partnership and Arvida Company is incorporated herein by
reference.**

                    10.2.    First Amended and Restated Limited Partnership
Agreement of Heathrow Development Associates, Ltd. and Assignment of
Partnership Interests dated January 17, 1990 are incorporated herein by
reference.**

                    10.3.    Amended and Restated Heathrow Management
Agreement dated January 17, 1990 is incorporated herein by reference.**

                    10.4.    Eagle Watch Partners General Partnership
Agreement dated December 27, 1989 is incorporated herein by reference.**

                    10.5.    Letter of Credit Agreement dated July 27, 1990
between Arvida/JMB Partners, L.P.-II and Santa Margarita Water District
regarding collateral for Tax-Exempt Bond Financing is incorporated herein
by reference.**

                                     52




                    10.6.    Agreement for the Payment of the Diemer
Intertie Sublease Payments, Principal and Interest of Bonds of Improvement
District No. 7 and Annual Budget Deficits Between Arvida/JMB Partners,
L.P.-II and Santa Margarita Water District dated January 15, 1990 is
incorporated herein by reference.***

                    10.7.    Agreement for Purchase and Sale dated August
14, 1995 by and between Arvida/JMB Partners, L.P.-II and Heritage
Development South, Inc. for the sale of certain real property within the
Wesmere Community is incorporated herein by reference. *****

                    10.8.    Agreement for Sale and Purchase of Real
Property dated October 25, 1996 by and between Arvida/JMB Partners, L.P. -
II and Starwood/ Talega Associates, L.L.C. for the sale of certain real
property within the Talega Property is incorporated by reference to Exhibit
10.16 to the Partnership's report for September 30, 1996 on Form 10-Q (File
No. 0-19245) filed with the Securities and Exchange Commission dated
November 8, 1996.

                    10.9.    Amendment dated March 18, 1997 to Agreement
for Purchase and Sale of Real Property by and between Arvida/JMB Partners,
L.P.-II and Starwood/Talega Associates, L.L.C. for the sale of certain real
property within the Talega Property is filed herewith.

                    10.10.   Agreement for Sale and Purchase of Real
Property dated March 22, 1996 among Heathrow Development Associates, Ltd.,
Heathrow Golf and Country Club Limited Partnership, Heathrow Cable Limited
Partnership and 4/46A Corporation is incorporated herein by reference to
Exhibit 10.15 to the Partnership's report for March 31, 1996 on Form 10-Q
(File No. 0-19245) filed with the Securities and Exchange Commission dated
May 10, 1996.

                    21.      Subsidiaries of the Registrant.

                    27.      Financial Data Schedule

                    99.1     A copy of the following pages of the
Partnership's Prospectus dated October 27, 1989, including certain pages of
the Partnership's Amended and Restated Agreement of Limited Partnership,
which is Exhibit A to the Prospectus, and the Assignment Agreement, which
is Exhibit B to the Prospectus, are filed herewith: pages 21-24; 48-55; 58-
60; A-10 --A-14; A-15 -- A-28; A-31 -- A-34; and B-2.

              **  Previously filed with the Securities and Exchange
Commission as Exhibits 4.3, 4.4, 4.5, 4.6, 4.7, 10.1, 10.7, 10.8, 10.9 and
10.10, respectively, to the Partnership's Form 10-K Report (File No. 0-
19245) filed on April 13, 1992 and are herein incorporated by reference.

                                     53




              ***  Previously filed with the Securities and Exchange
Commission as Exhibits 3, 4.1 and 10.11, respectively, to the Partnership's
Form 10-K Report (File No. 0-19245) under the Securities Act of 1934 filed
on April 12, 1993 and herein incorporated by reference.

              **** Previously filed with the Securities and Exchange
Commission as Exhibits 4.9 and 4.10, respectively, to the Partnership's
Form 10-K Report (File No. 0-19245) under the Securities Act of 1934 filed
on April 14, 1995 and herein incorporated by reference.

              ***** Previously filed with the Securities and Exchange
Commission as Exhibits         and 10.14 to the Partnership's Form 10-Q
Report (File No. 0-19245) under the Securities Act of 1934 filed on
November 9, 1995 and herein incorporated by reference.

                  The Registrant agrees to furnish to the Securities and
Exchange Commission upon its request a copy of each instrument with respect
to the Registrant and its consolidated subsidiaries the authorized
principal amount of which does not exceed 10% of the total assets of the
Registrant and its subsidiaries on a consolidated basis.

         (b)  No reports on Form 8-K were required or filed since the
beginning of the last quarter of the period covered by this report.

     No annual report or proxy material for the fiscal year 1996 has been
sent to the Partners of the Partnership.  An annual report will be sent to
the Partners subsequent to this filing.


                                     54




                        ARVIDA/JMB PARTNERS, L.P.-II

                                EXHIBIT INDEX


                                                 DOCUMENT  
EXHIBIT                                        INCORPORATED   SEQUENTIALLY 
NO.         EXHIBIT                            BY REFERENCE   NUMBERED PAGE
-------     -------                            ------------   -------------

3.          Amended and Restated Agreement 
            of Limited Partnership.                  Yes   

4.1.        Assignment Agreement between 
            and among the Partnership, 
            the General Partner, the Initial 
            Limited Partner and the Holders of
            Interests.                               Yes   

4.2.        Amended and Restated Credit 
            Agreement dated June 23, 1992 
            between Arvida/JMB Partners, L.P.-II 
            and Continental Bank N.A. and Bank 
            of America National Trust and 
            Savings Association.                     Yes   

4.3.        Various mortgages and other security 
            interests dated April 30, 1992 
            related to Arvida/JMB Partners, 
            L.P.-II's Heathrow, Talega, Wesmere, 
            Wycliffe, Eagle Watch, Burnt Hickory 
            Lakes, Rock Creek and SouthRidge Lakes 
            properties which secure loans under 
            the Amended and Restated Credit 
            Agreement referred to in Exhibit 4.3     Yes   

4.4.        Revolving Loan and Letter of Credit 
            Facility Credit Agreement dated 
            June 23, 1992 between Arvida/JMB 
            Partners, L.P.-II and Continental 
            Bank N.A. and Bank of America National 
            Trust and Savings Association.           Yes   

4.5.        Various mortgages and other security 
            interests dated June 23, 1992 related 
            to Arvida/JMB Partners, L.P.-II's 
            Heathrow, Talega, Wesmere, Wycliffe, 
            Eagle Watch, Burnt Hickory Lakes, 
            Rock Creek and SouthRidge Lakes 
            properties which secure loans under 
            the Revolving Loan and Letter of 
            Credit Facility Credit Agreement 
            referred to in Exhibit 4.5.              Yes   

4.6.        Interim Bank Letter Agreement 
            dated March 25, 1992 between 
            Arvida/JMB Partners, L.P.-II 
            and Continental Bank N.A., 
            Bank of America National Trust 
            and Savings Association, and 
            Unibank.                                 Yes   

4.7.        Promissory Note effective July 1, 
            1992 between Arvida/JMB Partners, 
            L.P.-II and Arvida/JMB Managers-II, 
            Inc.                                     Yes   





                                                 DOCUMENT  
EXHIBIT                                        INCORPORATED   SEQUENTIALLY 
NO.         EXHIBIT                            BY REFERENCE   NUMBERED PAGE
-------     -------                            ------------   -------------

4.8.        Forbearance and Modification Agree-
            ment (Credit Agreement) dated 
            March 21, 1995 by and among Arvida/
            JMB Partners, L.P.-II, Heathrow 
            Development Associates, Ltd., 
            Eagle Watch Partners, Bank of 
            America Illinois and Bank of 
            America National Trust and Savings 
            Association.                             Yes   

4.9.        Forbearance and Modification 
            Agreement (Amended and Restated 
            Credit Agreement) dated March 21, 
            1995 by and among Arvida/JMB Partners,
            L.P.-II, Heathrow Development 
            Associates, Ltd., Eagle Watch 
            Partners, Bank of America Illinois 
            and Bank of America National Trust 
            and Savings Association.                 Yes   

4.10.       Letter dated September 20, 1994 
            from the Partnership to Bank of 
            America regarding the Partnership's 
            acknowledgement that all proceeds 
            from the sale of Collateral shall 
            be delivered immediately to 
            Co-Lenders.                              Yes   

4.11.       Letter Agreement dated October 31, 
            1995 supplementing Forbearance 
            Agreements with Lenders.                 Yes   

4.12.       Amendment of Forbearance and
            Modification Agreement dated
            September 24, 1996                       Yes   

10.1.       Management, Advisory and Super-
            visory Agreement between the 
            Partnership and Arvida Company.          Yes   

10.2.       First Amended and Restated 
            Limited Partnership Agreement 
            of Heathrow Development Associates, 
            Ltd. and Assignment of Partnership 
            Interests dated January 17, 1990.        Yes   

10.3.       Amended and Restated Heathrow 
            Management Agreement dated 
            January 17, 1990.                        Yes   

10.4.       Eagle Watch Partners General 
            Partnership Agreement dated 
            December 27, 1989.                       Yes   

10.5.       Letter of Credit Agreement 
            dated July 27, 1990 between 
            Arvida/JMB Partners, L.P.-II 
            and Santa Margarita Water District 
            regarding collateral for Tax-Exempt 
            Bond Financing.                          Yes   





                                                 DOCUMENT  
EXHIBIT                                        INCORPORATED   SEQUENTIALLY 
NO.         EXHIBIT                            BY REFERENCE   NUMBERED PAGE
-------     -------                            ------------   -------------

10.6.       Agreement for the Payment of 
            Diemer Intertie Sublease Payments, 
            Principal and Interest on Bonds 
            of Improvement District No. 7 and 
            Annual Budget Deficits between 
            Arvida/JMB Partners, L.P.-II and 
            Santa Margarita Water District 
            dated January 15, 1990.                  Yes   

10.7.       Agreement for Purchase and 
            Sale dated August 14, 1995 
            by and between Arvida/JMB 
            Partners, L.P.-II and 
            Heritage Development South, 
            Inc. for the sale of certain 
            real property within the 
            Wesmere Community                        Yes   

10.8.       Agreement for Sale and Purchase 
            of Real Property dated October 25, 
            1996 by and between Arvida/JMB 
            Partners, L.P. - II and Starwood/ 
            Talega Associates, L.L.C. for the 
            sale of certain real property 
            within the Talega Property               Yes   

10.9.       Amendment dated March 18, 1997 to 
            Agreement for Purchase and Sale of 
            Real Property by and between 
            Arvida/JMB Partners, L.P.-II and 
            Starwood/Talega Associates, L.L.C. 
            for the sale of certain real 
            property within the Talega Property.     No    

10.10.      Agreement for Sale and Purchase 
            of Real Property between 
            Heathrow Development Associates, 
            Ltd., Heathrow Golf and Country 
            Club Limited Partnership, Heathrow 
            Cable Limited Partnership and 4/46A
            Corporation.                             Yes   

21.         Subsidiaries of the Registrant.          No    

27.         Financial Data Schedule                  No    

99.1        A copy of the following pages 
            of the Partnership's Prospectus 
            dated October 27, 1989, including 
            certain pages of the Partnership's 
            Amended and Restated Agreement 
            of Limited Partnership, which is 
            Exhibit A to the Prospectus, 
            and the Assignment Agreement, which 
            is Exhibit B to the Prospectus, 
            are filed herewith: pages 21-24; 
            48-55; 58-60; A-10-A-14; A-15-A-28; 
            A-31-A-34; and B-2.                      No