SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549
                                  FORM 10-K
                                      
                                ANNUAL REPORT
                                      
                                      
           [X]      Annual Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934     (No Fee Required)

                    For the Fiscal year ended December 31, 1996

           [  ]     Transition Report Pursuant to Section 13 or 15(d) of the
                    Securities Exchange Act of 1934    (No Fee Required)
                                      
            For the transition period from __________ to ___________
                      Commission File Number:  2-47115
                                      
                   CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
              (Exact name of registrant as specified in its charter)
                                      
                    Illinois                           36-6503795
               (State or Other Jurisdiction of    (I.R.S. Employer
               Incorporation or Organization)     Identification Number)

     6210 Campbell Road, Suite 140, Dallas, Texas                   75248
       (Address of Principal Executive Offices)                   (Zip  Code)
                                      
     Registrant's Telephone Number, Including area code  (972) 38O-8OOO
                                      
         Securities registered pursuant to Section 12(b) of the Act:
                                      
                                                    Name of Each Exchange
                Title of Each Class                 On Which Registered
                      None                                   None
                                      
         Securities registered pursuant to Section 12(g) of the Act:
                                      
                        Limited Partnership Interests
                              (Title of Class)

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained, to the best of Registrants knowledge
in definitive proxy or information to statements incorporated by reference
in Part III of the Form 10-k or any Amendment to this Form 10-k._____

Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 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 9O days.    Yes  X  .  No ___.

                     Documents Incorporated By Reference
                     The Prospectus dated July 3, 1973.

<PAGE>
                                   PART I
Item I. Business
----------------

(a)  General Development of Business: Capital Resources Real Estate
     Partnership II (the "Partnership" or the "Registrant"), a limited
     partnership formed under the laws of Illinois in 1972, owns and
     operates the following apartment community:

     Brookhollow Apartments, Tulsa, Oklahoma

(b)  Financial Information about Industry Segments: Registrant's business is
     the ownership and operation of certain real estate assets. See (a)
     above.

(c)  Narrative Description of Business:

               (1)       Registrant is the owner of the equity interest in
               one multiple unit apartment community, name and location of
               which is set forth above. Its business is the rental and
               operation of the apartment community.

               (i)       Renting residential apartments in the community is
               the principal product/service of Registrant. On site property
               management promotes the renting of the Brookhollow Apartments
               (the "Property") to residents of the Tulsa, Oklahoma area.

               (ii)       Not applicable. No new product or service is
               in development.

               (iii)      Not applicable. No raw materials are essential
               to the Registrant's business.

               (iv)      The Registrant does not hold any patents, trademarks,
               licenses, franchises or concessions.

               (v)       Registrant's business is not seasonal.

               (vi)      Not applicable. Inventory, right to return
               merchandise and extended payment terms are not part of
               Registrant's business.

               (vii)     Not applicable. The Registrant does not depend
               upon any single tenant or a very few tenants.

               (viii)    Not applicable. Due to the nature of Registrant's
                business, there is no backlog of orders.

               (ix)      The Registrant is not subject to renegotiating of
                profits or termination of contracts at the election of the
                Government.

               (x)       Brookhollow Apartments competes with many apartment
               complexes in the Tulsa, Oklahoma area. As of December 31, 1996,
               Brookhollow rentals were comparable to rentals for competitive
               projects in the Tulsa area.
<PAGE>
Item 1. Business, Continued
---------------------------

               (xi)      Registrant does not anticipate that compliance with
               federal, state or local provisions which have been enacted or
               adopted regulating the discharge of materials into the
               environment or otherwise relating to the protection of the
               environment will have any material adverse effect upon its
               capital expenditures, cash flows, earnings or competitive
               position.


               (xii)          Registrant is a limited partnership. The
               business of the limited partnership is managed by Univesco,
               Inc. a Texas corporation ("Univesco").  The General Partner
               is CRREP, Inc. Registrant has no employees. Univesco, Inc., a
               Texas corporation wholly owned by Robert J. Werra, manages
               the Registrant's property.


(d)  Financial Information about Foreign and Domestic Operations and Export
  Sales: Registrant has no foreign operations or export sales.



Competition and Other Factors

The majority of the Property's leases are of six to twelve month terms.
Accordingly, operating income is highly susceptible to varying market
conditions. Occupancy and street rents are driven by general market
conditions which include job creation, new construction of single and multi-
family projects, and demolition and other reduction in net supply of
apartment units.


Rents have generally been increasing in recent years due to the generally
positive relationship between apartment unit supply and demand in the
Partnership's markets. However, the properties are subject to substantial
competition from similar and often newer properties in the vicinity in which
they are located. In addition, operating expenses and capitalized
expenditures have decreased primarily due to non-recurring 1995 mandated
repairs.  (See Item 7 Management's Discussion and Analysis of Financial
Condition and Results of Operations).

<PAGE>
Item 2.  Properties
-------------------

At December 31, 1996 the Partnership owned Brookhollow Apartments, a 112
unit apartment community located on 7.49 acres of land in Tulsa Oklahoma.
The Partnership purchased a fee simple interest in Brookhollow Apartments on
May 1, 1973.


For information regarding the encumbrances to which the properties are
subject and the status of the related mortgage loans, see " Management`s
Discussion and Analysis of Financial Condition and Results of Operations -
Liquidity and Capital Resources" contained in Item 7 hereof and Note 3 to
Consolidated Financial Statements and Schedule Index contained in Item 8.


                               Occupancy Rates
                                      
                                  Per Cent
                                      
                1992   1993   1994   1995   1996
Brookhollow    86.90% 93.20% 83.60% 89.80% 86.90%
                                      
                                      


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

The Registrant is not engaged in any material legal proceedings.



Item 4. Submission of Matters to a Vote of Unit Holders
-------------------------------------------------------
No matters were submitted to a vote of the unit holders of the Partnership
during the fourth quarter of 1996.

<PAGE>

                                   PART II

Item 5. Market for the Registrant's Units and Related Unit Matters
------------------------------------------------------------------

The Partnership's outstanding securities are in the form of Limited
Partnership Interests ("Interests"). As of December 31, 1996 there were 468
holders of 5005 Interests. A public market for trading Interests has not
developed and none is expected to develop.

The General Partner continues to review the Partnership's ability to make
distributions on a quarter by quarter basis.  The Partnership has not made
distributions to the limited partners in the past two years and no such
distributions are anticipated in the immediate future due to required debt
service payments of the Partnership.

An analysis of taxable income or (loss) allocated, and cash distributed  to
Investors per $1,000 unit is as follows:

YEARS  INCOME GAIN    LOSS   CASH DISTRIBUTED
1973     $0     $0    $528          $0
1974      0    $32    $156           0
1975      0      0    $276           0
1976      0      0    $184           0
1977      0      0    $143           0
1978      0   $720    $120        $314
1979      0      0     $46           0
1980      0      0      $5           0
1981    $33    $61       0           0
1982      0      0      $1        $100
1983      0      0     $11           0
1984      0   $133     $28        $650
1985     $6   $134      $6        $200
1986    $39   $723     $39        $500
1987      0      0      $6           0
1988     $8 $1,100      $8        $500
1989      0      0     $16           0
1990      0      0      $4           0
1991      0      0      $1           0
1992      0      0      $1           0
1993    $20      0       0        $112
1994    $20      0     $27           0
1995      0      0     $16           0
1996     $2      0       0           0

<PAGE>

Item 6. Selected Financial Data
-------------------------------

The following table sets forth selected financial data regarding the
Partnership's results of operations and financial positions as of the dates
indicated. This information should be read in conjunction with Management's
Discussion and Analysis of Financial Condition and Results of Operations
contained in item 7 hereof and Consolidated Financial Statements and notes
thereto contained in item 8 (in thousands except unit amounts).



                            Year Ended December 31,
                      (in thousands except unit amounts)
                                    1996    1995       1994    1993      1992

Limited Partner Units Outstanding  5,005   5,005      5,005   5,005     5,005

Statements of Operation
    Total Revenues                  $445    $414       $413    $465      $480
    Net Income (Loss)               (109)   (160)      (128)     70       116
    Limited Partner  Income (Loss)
     per Unit                        (21)    (30)       (24)     13        22
    Cash Distributions to
     Limited Partner per Unit          0       0          0     112        18

Balance Sheet
   Real Estate, net                  592     623        617     652       681
   Total Assets                      721     792        830     891       806
Mortgages Payable                  1,318   1,338      1,357   1,375       740
Partners' Equity (Deficit)          (958)   (849)      (689)   (562)       (6)

<PAGE>



Item 7, Management's Discussion and Analysis of Financial Condition and
-----------------------------------------------------------------------
Results of Operations
---------------------

This discussion should be read in conjunction with Item 6- Selected
Financial Data and Item 8 - Financial Statements and Supplemental
Information .

Results of Operations: 1996 VERSUS 1995 -

Revenue from Property Operations increased $17,850 or 4.4% as compared to
1995, principally due to an increase in rents in the apartment rental
markets in Tulsa, Oklahoma. Other income for 1996 increased $12,982 or a
108.51% primarily due to an increase in interest income, late and other
miscellaneous fees. The following table illustrates the increases or
(decreases):


                       Increase
                      (Decrease)
                      ---------
Rental income            17,850
Other                    12,982
                      ---------
Net Increase (Decrease)  30,832
                      =========

Property operating expenses for 1996 decreased $20,055 or 3.5%.  Repair and
maintenance expenses decreased $35,859 or 23.46% primarily due to non-
recurring 1995 mandated repairs and reserves imposed by covenants in
refinancing loan documents and in bringing additional units on line.
Interest Expense decreased due to normal amortization of the loan balance.
Utilities increased $9,628 or 19.33% due to increased electrical rates.
Depreciation and amortization expense increased $5,978 over 1996. The
increase is partially due to $17,892 in improvements, principally appliances
and other improvements to apartment units.  Management fees are paid to an
affiliated entity and represent approximately 4% of gross revenues from
operations (see Note 4 to Consolidated Financial Statements contained in
Item 8).  The following table illustrates the increases or (decreases):

                                        Increase
                                       (Decrease)
                                       ----------
Repairs and Maintenance                  (35,859)
Payroll                                   (4,196)
General & Administration                   2,905
General & Administration to Affiliate          0
Utilities                                  9,628
Real estate taxes                            869
Interest                                    (924)
Depreciation and amortization              5,978
Property management fees                   1,544
                                        ---------
Net Increase (Decrease)                 $(20,055)
                                       ==========
<PAGE>

Results of Operations: 1995 VERSUS 1994 -

Revenue from Property Operations increased $1,431 or 0.3% as compared to
1994, principally due to an increase in rents in the apartment rental
markets in Tulsa, Oklahoma. Other income for 1995 decreased $4,217 or a
26.1% decrease primarily due to reduction of interest income due to
reduction in the Capital Replacement Reserve funds which were utilized to
make capital improvements during 1995.

                         Increase
                        (Decrease)
                        ----------
Rental income               5,648
Other                      (4,217)
                        ----------
Net Increase (Decrease)    $1,431
                        ==========

Property operating expenses for 1995 increased $33,282 or 6.2%. Payroll
increases were primarily the result of cost of living increases and
additional use of contract labor. Repair and maintenance expenses increased
primarily due to mandated repairs and reserves imposed by covenants in
refinancing loan documents and in bringing  additional units on line.
Interest Expense decreased due to normal amortization of the loan balance.
Depreciation and amortization expense increased $2,175 over 1994. The
increase is partially due to $47,898 in improvements, principally appliances
and other improvements to apartment units.  Management fees are paid to an
affiliated entity and represent approximately 5% of gross revenues from
operations (see Note 4 to Consolidated Financial Statements contained in
Item 8).  The following table illustrates the increases or (decreases):

                                         Increase
                                        (Decrease)
                                        ----------
Repairs and Maintenance                    17,457
Payroll                                    14,091
General & Administration                      459
General & Administration to Affiliate          (8)
Utilities                                   2,182
Real estate taxes                            (708)
Interest                                   (2,439)
Depreciation and amortization               2,175
Property management fees                       73
                                        ----------
Net Increase (Decrease)                   $33,282
                                        ==========
<PAGE>
                       
Liquidity and  Capital Resources
--------------------------------

Brookhollow Apartments is currently under contract to be sold for $1,725,000
plus assumption of the existing financing. The sale is expected to close on
or before April 30, 1997.

As of December 31, 1996, the Partnership had $0 in cash and cash equivalents
as compared to $37,448 as of December 31, 1995. The net decrease in cash of
$37,448 is principally due to net loss from operating activities of $48,893
partially offset by funds provided by affiliates.

The property is encumbered by a non-recourse mortgage as of December 31,
1996.  The note which bears interest at 8.15% has required principal
payments of  $22,581, $24,491, $26,564 and $28,811, $31,249 for each of the
years ending December 31, 1997 through 2001, respectively.  See Note 3 to
Consolidated Financial Statements  contained in Item 8 for information
regarding loan maturities and required principal payments.

If the foregoing sale does not close as expected, then for the foreseeable
future, the Partnership anticipates that mortgage principal payments
(excluding balloon mortgage payments), improve-ments and capital
expenditures will be funded by net cash from operations.  The primary source
of capital to fund future Partnership acquisitions and balloon mortgage
payments will be preceeds from the sale, financing or refinancing of the
Property.

The Partnership has incurred negative cash flows from operations and has a
capital deficiency at December 31, 1996.  The limited and general partners
have no further obligations to infuse additional capital into the
Partnership.  Accordingly, the Partnership's ability to fund operating
expenses and debt service requirements, which is necessary to permit the
realization of assets and satisfaction of liabilities in the ordinary course
of business, is uncertain.  Management intends to operate the Partnership in
its present form; however, there can be no assurance that the Partnership
will be able to generate sufficient cash flows to meet its obligations.

Risk Associated with Forward-Looking Statements Included in this Form 10-K

This Form 10-K contains certain forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, which are intended to be covered by the
safe harbors created thereby.  These statements include the plans and
objectives of management for future operations, including plans and
objectives relating to capital expenditures and rehabilitation costs on the
Properties.  The forward-looking statements included herein are based on
current expectations that involve numerous risks and uncertainties.
Assumptions relating to the foregoing involve judgments with respect to,
among other things, future economic, competitive and market conditions and
future business decisions, all of which are difficult or impossible to
predict accurately and many of which are beyond the control of the Company.
Although the Company believes that the assumptions underlying the forward-
looking statements are reasonable, any of the assumptions could be
inaccurate and, therefore, there can be no assurance that the forward-
looking statements included in this Form 10-K will prove to be accurate.  In
light of the significant uncertainties inherent in the forward-looking
statements included herein, the inclusion of such information should not be
regarded as a representation by the Company or any other person that the
objectives and plans of the Company will be achieved.
<PAGE>

CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(AN ILLINOIS LIMITED PARTNERSHIP)

ITEM 8 - FINANCIAL STATEMENTS AND SCHEDULE INDEX
---------------------------------------------------------------

                                                          Page
                                                                            
INDEPENDENT AUDITORS' REPORT                              11-12

BALANCE SHEETS                                              13

STATEMENTS OF OPERATIONS                                    14

STATEMENTS OF PARTNERS' DEFICIT                             15

STATEMENTS OF CASH FLOWS                                    16

NOTES TO FINANCIAL STATEMENTS                             17-20

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION   21-22

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the General Partner and Limited Partners of
   Capital Resources Real Estate Partnership II
Dallas, Texas

We have audited the accompanying balance sheets of Capital Resources Real
Estate Partnership II (an Illinois limited partnership) (the "Partnership")
as of December 31, 1996 and 1995, and the related statements of operations,
partners' deficit and cash flows for each of the three years in the period
ended December 31, 1996.  Our audits also included the financial statement
schedule listed in the index at Item 14(a)(2).  These financial statements
and financial statement schedule are the responsibility of the Partnership's
management.  Our responsibility is to express an opinion on the financial
statements and financial statement schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  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, such financial statements present fairly, in all material
respects, the financial position of Capital Resources Real Estate
Partnership II as of December 31, 1996 and 1995, and the results of its
operations and its cash flows for each of the three years in the period
ended December 31, 1996, in conformity with generally accepted accounting
principles.  Also, in our opinion, such financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

The accompanying financial statements have been prepared assuming the
Partnership will continue as a going concern.  As discussed in Note 7 to the
financial statements, conditions exist which raise substantial doubt about
the Partnership's ability to continue as a going concern unless it is able
to generate sufficient cash flows to meet its obligations and sustain its
operations.  Management's plans in regard to these matters are also
described in Note 7.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.



DELOITTE & TOUCHE llp


Dallas, Texas
February 22, 1996
<PAGE>


CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(An Illinois Limited Partnership)

BALANCE SHEETS
DECEMBER 31, 1996 AND 1995
----------------------------------------------------------------------------

ASSETS                                                   1996       1995

INVESTMENT IN REAL ESTATE, AT COST (Note 3):
   Land                                            $   137,971   $  137,971
   Buildings and improvements                          859,008      841,116
                                                   -----------   ----------
                                                       996,979      979,087

   Less accumulated depreciation                      (404,574)    (356,243)
                                                   -----------   ----------
                                                       592,405      622,844

CASH AND CASH EQUIVALENTS                                 -          37,448

ESCROW DEPOSITS                                         27,603       21,440

CAPITAL REPLACEMENT RESERVE (Note 3)                     2,210        3,357

LIQUIDITY RESERVE (Note 3)                              24,689       23,570

OTHER ASSETS, NET OF ACCUMULATED AMORTIZATION
 OF $31,544 AND $21,497 IN 1996 AND 1995, RESPECTIVELY  74,556       83,713
                                                    ----------   ----------
TOTAL                                               $  721,463   $  792,372
                                                    ==========   ==========

LIABILITIES AND PARTNERS' DEFICIT

MORTGAGE PAYABLE (Note 3)                           $1,317,678   $1,338,356

ACCOUNTS PAYABLE AND ACCRUED EXPENSES                   33,728       23,235

DISTRIBUTIONS PAYABLE                                   37,190       37,190

SECURITY DEPOSITS                                       11,940       13,822

ACCRUED INTEREST PAYABLE                                 8,949        9,090

AMOUNTS DUE TO AFFILIATES (Note 4)                     269,634      219,647
                                                    ----------   ----------
                                                     1,679,119    1,641,340

COMMITMENTS AND CONTINGENCIES (Note 7)

PARTNERS' DEFICIT                                     (957,656)    (848,968)
                                                    ----------   ----------
TOTAL                                               $  721,463   $  792,372
                                                    ==========   ==========

See notes to financial statements.
<PAGE>
CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(An Illinois Limited Partnership)

STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
-----------------------------------------------------------------------------

                                                  1996      1995     1994

INCOME:
   Rentals                                    $ 419,977  $ 402,127 $ 396,479
   Other                                         24,946     11,964    16,181
                                              ---------  --------- ---------
           Total income                         444,923    414,091   412,660

OPERATING EXPENSES:
   Repairs and maintenance                      117,000    152,859   135,402
   Payroll                                       95,437     99,633    85,542
   General and administrative                    69,455     66,550    66,091
   Administrative service fee to general partner  5,088      5,088     5,096
   Utilities                                     59,432     49,804    47,622
   Real estate taxes                             18,326     17,457    18,165
   Interest                                     108,254    109,178   111,617
   Depreciation and amortization                 58,378     52,400    50,225
   Management fees (Note 4)                      22,241     20,697    20,624
                                               --------   --------  --------
           Total operating expenses             553,611    573,666   540,384
                                               --------   --------  --------

NET LOSS (Note 5)                            $(108,688)  $(159,575) $(127,724)
                                             ==========  =========  =========

NET LOSS PER LIMITED PARTNERSHIP UNIT          $(20.63)    $(30.29)   $(24.24)
                                               =======     =======    =======

LIMITED PARTNERSHIP UNITS OUTSTANDING            5,005       5,005      5,005
                                                 =====       =====      =====


See notes to financial statements.
<PAGE>

CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(An Illinois Limited Partnership)

STATEMENTS OF PARTNERS' DEFICIT
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
-----------------------------------------------------------------------------

                                      General      Limited
                                      Partner      Partners      Total

BALANCE, JANUARY 1, 1994           $ (227,358)   $ (334,311)  $ (561,669)

   Net loss                            (6,386)     (121,338)    (127,724)
                                   ----------    ----------   ----------

BALANCE, DECEMBER 31, 1994           (233,744)     (455,649)    (689,393)

   Net loss                            (7,979)     (151,596)    (159,575)
                                   ----------    ----------   ----------

BALANCE, DECEMBER 31, 1995           (241,723)     (607,245)    (848,968)

   Net loss                            (5,434)     (103,254)    (108,688)
                                   ----------    ----------    ---------

BALANCE, DECEMBER 31, 1996         $ (247,157)   $ (710,499)   $(957,656)
                                   ==========    ==========    =========

See notes to financial statements.
<PAGE>
CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(An Illinois Limited Partnership)

STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
----------------------------------------------------------------------------

                                                 1996       1995        1994

CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                $ (108,688)  $(159,575) $(127,724)
   Adjustments to reconcile net loss to
      cash provided by operations:
      Depreciation and amortization            58,378      52,400     50,225
      Change in assets and liabilities:
         Escrow deposits                       (6,163)     (9,688)    (7,005)
         Other assets                            (890)      3,325     (1,881)
         Accrued interest payable                (141)       (749)    (5,414)
         Security deposits                     (1,882)      2,740     (5,339)
         Accounts payable and accrued expenses 10,493     (13,403)    16,831
         Distributions payable                   -         11,250      3,740
                                           ----------   ----------  ---------
                                               59,795      45,875     51,157
                                           ----------   ----------  ---------

           Net cash used in operating
            activities                        (48,893)   (113,700)   (76,567)
                                           ----------   ----------  ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Investments in real estate                 (17,892)    (47,898)    (5,680)
   Capital replacement reserve                  1,147      67,233    (22,090)
                                           ----------   ----------  ----------
           Net cash provided by (used in)
            investing activities              (16,745)     19,335    (27,770)
                                          ------------  ----------  ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Payments on mortgages payable              (20,678)    (19,066)   (17,578)
   Liquidity reserve                           (1,119)       (228)      (942)
   Amounts due to affiliates                   49,987     140,890     74,647
                                          ------------  ----------  ---------
           Net cash provided by
            financing activities               28,190     121,596     56,127
                                          ------------  ----------  ---------

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                           (37,448)     27,231     (48,210)

CASH AND CASH EQUIVALENTS, BEGINNING
   OF YEAR                                     37,448      10,217      58,427
                                          -----------    ---------   --------

CASH AND CASH EQUIVALENTS, END OF YEAR    $   -          $ 37,448    $ 10,217
                                          ===========    =========   ========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:
   Cash paid during the year for interest $   108,395    $109,927    $117,031
                                          ===========    ========    ========

See notes to financial statements.
<PAGE>
CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(AN ILLINOIS LIMITED PARTNERSHIP)

NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994
-----------------------------------------------------------------------------

1.SUMMARY OF ACCOUNTING POLICIES
  
  Basis of Accounting - Capital Resources Real Estate Partnership II (an
  Illinois limited partnership) (the "Partnership") maintains its books and
  prepares its income tax returns using the accrual income tax basis of
  accounting.  Memo adjustments have been made in preparing the accompanying
  financial statements in accordance with generally accepted accounting
  principles (see Note 5).  The financial statements include only those
  assets, liabilities and results of operations which relate to the business
  of the Partnership.  The financial statements do not include any assets,
  liabilities, revenues or expenses attributable to the partners' individual
  activities.
  
  Property and Equipment - Buildings and improvements are depreciated
  primarily using the straight-line method over the estimated useful lives
  of the assets which are five years for improvements and 25 years for
  buildings.  In accordance with Statement of Financial Accounting Standards
  No. 121 ("SFAS"), "Accounting for the Impairment of Long-Lived Assets and
  for Long-Lived Assets to Be Disposed Of," Partnership management routinely
  reviews its investments for impairment whenever events or changes in
  circumstances indicate that the carrying amount of an asset may not be
  recoverable.
  
  Income Taxes - No provision has been made for income taxes since these
  taxes are the responsibility of the individual partners.  For tax
  purposes, the basis of the Partnership's assets is approximately
  $1,340,411 at December 31, 1996.
  
  For the year ended December 31, 1996, the Partnership experienced minimum 
  gain limitations for income tax purposes.  Accordingly, the allocation of
  losses to the limited partners is subject to this limitation.

  Revenue Recognition - Rentals - The Partnership has leased substantially
  all of its investment in real estate (apartment buildings) under operating
  leases for periods generally less than one year.
  
  Cash and Cash Equivalents - For purposes of the statement of cash flows,
  the Partnership considers all highly liquid investments with a remaining
  maturity at the date of purchase of three months or less to be cash
  equivalents.  Univesco, Inc. ("Univesco"), an affiliate of the general
  partner, Robert J. Werra and the management agent, maintains a single
  controlled disbursement account for all properties managed by Univesco.
  Funds are transferred at the time of cash disbursements from the project's
  operating account to the controlled disbursement account to reimburse
  checks issued.
<PAGE>
  
  Refinancing Costs - Costs or fees incurred to obtain mortgage financing
  for the Partnership are included in other assets and are amortized over
  the respective lives of the mortgages on the straight-line basis, which
  approximates the interest method.
  
  Environmental Remediation Costs - The Partnership accrues for losses
  associated with environmental remediation obligations when such losses are
  probable and reasonably estimable.  Accruals for estimated losses from
  environmental remediation obligations generally are recognized no later
  than completion of the remedial feasibility study.  Such accruals are
  adjusted as further information develops or circumstances change.  Costs
  of future expenditures for environmental remediation obligations are not
  discounted to their present value.  Recoveries of environmental
  remediation costs from other parties are recorded as assets when their
  receipt is deemed probable.  Partnership management is not aware of any
  environmental remediation obligations which would materially affect the
  operations, financial position or cash flows of the Partnership.
  
  Use of Estimates - The preparation of financial statements in conformity
  with generally accepted accounting principles requires management to make
  estimates and assumptions that affect reported amounts of certain assets,
  liabilities, revenues and expenses as of and for the reporting periods.
  Actual results may differ from such estimates.
  
2.PARTNERSHIP
  
  General - The Partnership was formed on December 29, 1972, under the
  Illinois Uniform Limited Partnership Act, for the purpose of acquiring,
  maintaining, developing, operating and selling buildings and improvements.
  The Partnership operates an apartment property located in Tulsa, Oklahoma.
  The Partnership will be terminated by January 31, 2023, although this date
  can be extended if certain events occur.
  
  CRREP, Inc., a Texas corporation wholly owned by Mr. Robert J. Werra, is
  the general partner.  Under the terms of the partnership agreement, 5,005
  units were authorized, issued and outstanding during the three years ended
  December 31, 1996, 1995 and 1994, and no additional units will be offered.
  
  Allocation of Net Income (Loss) and Cash - Under the terms of the
  partnership agreement, the general partner will be allocated 5% of the net
  income or loss of the Partnership, and all limited partners will be
  allocated 95% of the net income or loss of the Partnership in proportion
  to their respective participating percentages.  Gains or losses on sale of
  properties will be allocated 10% to the general partner and 90% to the
  limited partners.  In the event proceeds from the sale of the property are
  not distributed to the general partner, the entire gain on such sale will
  be allocated to the limited partners.
  
  Net cash receipts as defined in the partnership agreement are allocated 5%
  to the general partner and 95% to all the limited partners.  Such 5%
  distribution shall be considered as full compensation to the general
  partner for his services in connection with managing and supervising the
  Partnership.
 <PAGE>
 
  Sales proceeds shall be allocated first to the limited partners to the
  extent of their capital contributions and 10% simple interest on the
  average capital invested and, thereafter, 10% to the general partner and
  90% to the limited partners.
  
3.MORTGAGE PAYABLE
  
  The Partnership's mortgage payable bears interest at a rate of 8.15% which
  is payable in monthly principal and interest installments of $10,749
  through December 2003, at which time a lump-sum payment of approximately
  $1,118,000 is due.
  
  The mortgage payable is collateralized by the investment in real estate.
  
  Annual principal payments as of December 31, 1996, are as follows:
  
     1997                                            $     22,581
     1998                                                  24,491
     1999                                                  26,564
     2000                                                  28,811
     2001                                                  31,249
     Thereafter                                         1,183,982

  In conjunction with its mortgage payable, the Partnership is required to
  fund a liquidity reserve and a capital replacement reserve.  Both reserves
  are refundable to the Partnership.
  
4.RELATED PARTY TRANSACTIONS
  
  The Partnership has an agreement with Univesco for the management of its
  projects under which Univesco receives 4% of the gross revenues from
  operations as a property management fee.  Additionally, Univesco receives
  a partnership fee equal to 1% of the gross revenues from operations to be
  paid from Excess Property Income as defined in the agreement with the
  lender.  Additionally, the Partnership has been advanced funds from
  Univesco to pay operating expenses.  These advances are included in
  amounts due to affiliates and presently are non-interest-bearing.
  
  The partnership agreement specifies certain fees to be paid to the general
  partner or his designee.  The following fees were paid to the general
  partner or his designee during 1996, 1995 and 1994:
  
                                      1996       1995      1994
    
    Management fees                $22,241     $20,697   $20,624
    Administrative services          5,088       5,088     5,096
<PAGE>
    
5.RECONCILIATION OF BOOK TO TAX LOSS (UNAUDITED)
  
  If the accompanying financial statements had been prepared in accordance
  with the accrual income tax basis of accounting, rather than generally
  accepted accounting principles, excess of expenses over revenues for 1996
  would have been as follows:
  
    Net loss per accompanying financial statements          $  (108,688)
    Add GAAP basis depreciation using straight-line method       48,330
    Deduct tax basis depreciation using ACRS                    (61,053)
                                                            ------------
    Excess expenses over revenues, accrual income tax basis $  (121,411)
                                                             ===========

6. ESTIMATED FAIR VALUE OF FINANCIAL INSTRUMENTS
   
  Statement of Financial Accounting Standards No. 107, "Disclosures about
  Fair Value of Financial Instruments," requires disclosure of the estimated
  fair values of certain financial instruments.  The estimated fair value
  amounts have been determined using available market information or other
  appropriate valuation methodologies that require considerable judgment in
  interpreting market data and developing estimates.  Accordingly, the
  estimates presented herein are not necessarily indicative of the amounts
  that the Partnership could realize in a current market exchange.  The use
  of different market assumptions and/or estimation methodologies may have a
  material effect on the estimated fair value amounts.
  
  The fair value of financial instruments that are short-term or reprice
  frequently and have a history of negligible credit losses is considered to
  approximate their carrying value.  These include cash and cash
  equivalents, short-term receivables, accounts payable and other
  liabilities.  Real estate and other assets consist of nonfinancial
  instruments, which are excluded from the scope of SFAS No. 107.
  
  Management has reviewed the carrying values of its mortgages and notes
  payable in connection with interest rates currently available to the
  Partnership for borrowings with similar characteristics and maturities and
  has determined that its estimated fair value would approximate its
  carrying value as of December 31, 1996.
  
  As of December 31, 1996, the fair value information presented herein is
  based on pertinent information available to management.  Although
  management is not aware of any factors that would significantly affect the
  estimated fair value amounts, such amounts have not been comprehensively
  revalued for purposes of these financial statements since that date, and
  therefore, current estimates of fair value may differ significantly from
  the amounts presented herein.
<PAGE>
  
7. CONTINGENCIES
   
  The accompanying financial statements have been prepared assuming the
  Partnership will continue as a going concern.  However, the Partnership
  has incurred losses and has negative cash flows from operations and has a
  capital deficiency at December 31, 1996.  The limited and general partners
  have no further obligations to infuse additional capital into the
  Partnership.  Accordingly, the Partnership's ability to fund operating
  expenses and debt service requirements, which is necessary to permit the
  realization of assets and satisfaction of liabilities in the ordinary
  course of business, is uncertain.  The financial statements do not include
  any adjustments relating to the recoverability of recorded assets or the
  amounts and satisfaction of liabilities that might be necessary should the
  Partnership be unable to continue in its present form.  Management intends
  to continue operating the Partnership in its present form; however, there
  is no assurance that the Partnership will be able to generate sufficient
  cash flows to meet its obligations, and the ultimate outcome of this
  matter cannot be determined at this time.
 
8.SUBSEQUENT EVENTS

  On January 9, 1997, the Partnership entered into a contract to sell its
  remaining operating property for a sales price of approximately $1,725,000. 
  Upon disposition of its remaining operating property, it is the intention
  of the general partner to make a final distribution and liquidate the 
  Partnership.  
                                   ******
<PAGE>
                                      
CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(An Illinois Limited Partnership)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
DECEMBER 31, 1996
----------------------------------------------------------------------------

                                    Initial Cost to Partnership
                                    ---------------------------
                                                    Buildings     Total Cost
                                    Encum-           and         Subsequent to
Description                         brances  Land   Improvements  Acquisition

                                                                     
112 rental units contained in 26 two-
story buildings of frame and masonry
construction located in Tulsa,                                             
Oklahoma                             (b)    $137,971 $ 608,692     $ 250,316
                                            ======== =========     ==========


Continuation of above schedule...


            Gross Amounts at Which                                 
            Carried at Close of Year                                Life On
            -------------------------                                Which
                                    Accumulated  Date of     Date Depreciation
Descript.. Land Improvements Total Depreciation Construct Acquired Is Computed
                              (c)(d)    (c)
(as above)                                       Complete
         $137,971  $859,008  $996,979 $404,574   date acquired 12/86   (a)


See notes to Schedule III.

<PAGE>

CAPITAL RESOURCES REAL ESTATE PARTNERSHIP II
(AN ILLINOIS LIMITED PARTNERSHIP)

SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION (Continued)
DECEMBER 31, 1996
-----------------------------------------------------------------------------

NOTES TO SCHEDULE III:

(a)    See Note 1 to financial statements outlining depreciation methods and
  lives.
  
(b)    See description of mortgage payable in Note 3 to the financial
  statements.
  
(c)    Reconciliation of investment in real estate and accumulated
  depreciation for the years ended December 31, 1996, 1995 and 1994:
  
                                             Investment        Accumulated
                                             in Real Estate    Depreciation
    
    BALANCE, JANUARY 1, 1994                   $  925,509        $  273,712
    
       Additions during the year:
          Improvements                              5,680              -
          Depreciation expense                        -              40,178
                                               ----------        ----------

    BALANCE, DECEMBER 31, 1994                    931,189           313,890
    
       Additions during the year:
          Improvements                             47,898               -
    
          Depreciation expense                        -              42,353
                                               ----------        ----------
    BALANCE, DECEMBER 31, 1995                    979,087           356,243
    
       Additions during the year:
          Improvements                             17,892               -
    
          Depreciation expense                         -             48,331
                                               ----------        ----------

    BALANCE, DECEMBER 31, 1996                 $  996,979        $  404,574
                                               ==========        ==========

(d)    Aggregate cost of real estate for federal income tax purposes is
  $2,075,957.  The difference between the cost of real estate for financial
  statement purposes and federal income tax purposes is primarily
  attributable to a basis difference caused by the sale and reacquisition of
  the property in an earlier year.
  


8.   SUBSEQUENT EVENTS
----------------------

  On January 9,1997, the Partnership entered into a contract to sell its
  remaining operating property for a sales price of approximately
  $1,725,000.  Upon disposition of its remaining operating property, it is
  the intention of general partner to make a final distribution and
  liquidate the Partnership.
  


Item 9. Changes in and Disagreements with Accountants on Accounting and
-----------------------------------------------------------------------
Financial Disclosure
--------------------

 The Registrant has not been involved in any disagreements on accounting and
 financial disclosure.


                                  PART III
                                  --------


Item 1O. Directors and Executive Officer of the Partnership
-----------------------------------------------------------

     Amrecorp Realty Inc., formerly American Republic Realty Corporation
resigned from the Partnership in February, 1991 as the Corporate General
Partner. The Partnership itself has no officers or directors.  CRREP, Inc. a
Texas corporation, wholly owned by Robert J. Werra was appointed General
Partner in October, 1993.

     Robert J. Werra, 57, President. Mr. Werra joined Loewi & Co.,
Incorporated ("Loewi") in 1967 as a Registered Representative.  In 1971, he
formed the Loewi real estate department, and was responsible for its first
sales of privately placed real estate programs. Loewi Realty was
incorporated in 1974, as a wholly owned subsidiary of Loewi & Co., with Mr.
Werra as President. In 198O, Mr. Werra, along with three other individuals,
formed Amrecorp Inc. to purchase the stock of Loewi Real Estate Inc., and
Loewi Realty. In 1991 Univesco, Inc. became the management agent for the
Partnership. Limited Partners have no right to participate in management of
the Partnership.

Item 11. Management Remuneration and Transactions
-------------------------------------------------

     As stated above, the Partnership has no officers or directors. Pursuant
to the terms of the Limited Partnership Agreement, the General Partner
receives 1% of Partnership income and loss and up to 15% of Net Proceeds
received from sale or refinancing of Partnership properties (after return of
Limited Partner capital contributions and payment of a 6% Current
Distribution Preference thereon).

     The Partnership Agreement allows for a management fee of five percent
(5%) of the gross income from operations.  In connection with the new loan
obtained from Lexington Mortgage Company, Univesco, Inc. entered into a
management agreement that pays Univesco, Inc. four percent (4%) of the
monthly gross income from operations. The Partnership's obligation to pay an
additional one percent (1%) of the monthly gross income from operations
shall be paid by the Partnership from Excess Property Income, as that term
is defined in the Loan Agreement between Lexington Mortgage Company and the
Partnership dated November 12, 1993.  The Partnership is also permitted to
engage in various transactions involving affiliates of the General Partner
as described under the caption "Compensation and Fees" at pages 3-5,
"Management" at pages 36-38 and "Allocation of Net Income and Losses and
Cash Distributions" at pages 29-30 of the Prospectus as supplemented,
incorporated in the Form S-11 Registration Statement which was filed with
the Securities and Exchange Commission and made effective on May 2, 1973.
<PAGE>
Item 12. Security Ownership of Certain Beneficial Owners and Management
-----------------------------------------------------------------------

          (a)  The following limited partnerships, through their affiliated
          general partners, may be deemed, to beneficially own an aggregate
          of 1167 interests, which represents approximately 23.34% of the
          total outstanding interests.
                                                        Number of
                                                           Interests
                              Name and Address         Beneficially
       Title of Class       of Beneficial Owner           Owned      %Class
       --------------      ---------------------       -----------   -------

       Interest in Limited   Liquidity Fund XII            145         2.9O%
       Partnership           Liquidity Fund XIII           243         4.86%
       ($1,OOO per Interest) Liquidity Fund XIV             25         O.5O%
                             Liquidity Fund XV              15         O.3O%
                             Liquidity Fund XVI             23         O.46%
                             Liquidity Fund High Yield
                              Institutional Investors       79         1.58%
                             Liquidity Fund Income
                              Growth 87                    637        12.74%
                              19OO Powell Street
                              Suite 73O
                              Emeryville, CA  946O8

          (b)  The following table sets forth as of December 31, 1996 the
          number of Interests in the Registrant, the only class of
          securities outstanding, beneficially owned by the General Partner.

          None.


Item 13. Certain Relationships and Related Transactions
-------------------------------------------------------


     Effective February 1, 1991, Univesco, Inc. assumed total property
management responsibilities of the partnership property. Total
compensation paid to the managing agent was $22,241 in 1996.  See Note 4 to
the Registrant's financial statements included in Item 8 hereof.


                                   PART IV
                                   -------

Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K
--------------------------------------------------------------------------

               (a)  (1)  See accompanying financial statements index.

                    (2)  Additional financial information required to be
                         furnished:

                         Schedule III - Real Estate and Accumulated
                         Depreciation

                         All other schedules are omitted because they are
                         inapplicable or the equivalent information is
                         included in the financial statements or notes
                         thereto.

                    (3)  Exhibits: None

              (b)  There were no reports on Form 8-K filed in the fourth
                   quarter of the fiscal year.
<PAGE>

Pursuant to the requirements of Section 13 or 15(d) 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.

                                   CAPITAL RESOURCES REAL ESTATE
                                   PARTNERSHIP II

                                   CRREP, INC., General Partner



April 10, 1997                     By:      Robert J. Werra /s/
                                   Robert J. Werra, President