SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 10-K

                   Annual Report Pursuant to Section 13 or 15(d)
                      of the Securities Exchange Act of 1934

                             For the fiscal year ended
                                 December 31, 1997

                         Commission file number:  33-73748

                       FUND AMERICA INVESTORS CORPORATION II
           (Pooling and Servicing Agreement dated as of April 1, 1996,
           providing for the issuance of Mortgage Pass-Through Certificates,
                                  Series 1996-A)

                       FUND AMERICA INVESTORS CORPORATION II
            (Exact name of Registrant as specified in its Charter)

           DELAWARE                                    84-1218906
           (State or other jurisdiction                (I.R.S. Employer
           incorporation or organization)              Identification Number)

           6400 FIDDLER'S GREEN CIRCLE
           SUITE 1200B
           ENGLEWWOD, COLORADO                         80111
           (Address of principal executive offices)    (Zip Code)

            Registrant's telephone number, including area code:
                               (303) 290-2065

          Securities registered pursuant to Section 12(b) of the Act:
                               NOT APPLICABLE.

          Securities registered pursuant to Section 12(g) of the Act:
                               NOT APPLICABLE.

          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 90 days.  Yes  X  No

          Indicate by check mark if disclosure of delinquent filers
          pursuant to Item 405 of Regulation S-K is not contained herein,
          and will not be contained, to the best of the Registrant's
          knowledge, in definitive proxy or information statements
          incorporated by reference in Part III of the Form 10-K or any
          amendment to this Form 10-K.  [  ].

          Aggregate market value of voting stock held by non-affiliates of
          the Registrant as of December 31, 1997:  NOT APPLICABLE.

          Number of shares of common stock outstanding as of December 31,
          1997:  NOT APPLICABLE.

          DOCUMENTS INCORPORATED BY REFERENCE

          Documents in Part I and Part IV incorporated herein by reference
          are as follows:

          Pooling and Servicing Agreement of Registrant dated as of April
          1, 1996 (hereby incorporated herein by reference as part of the
          Registrant's Current Report on Form 8-K filed with Securities and
          Exchange Commission on May 14, 1996).

          Documents in Part II and Part IV incorporated herein by reference
          are as follows:

          Monthly Report to Certificateholders as to distributions made on
          December 26, 1997, and filed with the Securities and Exchange
          Commission on Form 8-K on March 13, 1998.

          Monthly Report to Certificateholders as to distributions made on
          January 27, 1998, and filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998.

          Monthly Report to Certificateholders as to distributions made on
          February 25, 1998, and filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998.


          PART I

          ITEM 1.  Business.

          The trust fund relating to Fund America Investors Corporation II
          Mortgage Pass-Through Certificates, Series 1996-A was established
          pursuant to a Pooling and Servicing Agreement dated as of April
          1, 1996 among Fund America Investors Corporation II, as the seller
          (the "Seller"), ICI Funding Corporation, as master servicer (the
          "Master Servicer"), and Bankers Trust Company of California,
          N.A., as trustee (the "Trustee").  (The Pooling and Servicing
          Agreement is hereby incorporated herein by reference as part of
          the Registrant's Current Report on Form 8-K filed with Securities
          and Exchange Commission on May 14, 1996.)

          The Mortgage Loans were pooled to form a mortgage pass-through
          certificate (the "Certificate") pursuant to the terms of a Pooling
          and Servicing  Agreement dated as of April 1, 1996 (the "Pooling
          and Servicing") among the Registrant, as seller, ICI Funding
          Corporation , a California corporation, as master servicer, and
          Bankers Trust Company of California, N.A. as trustee (the "Pooling
          Trustee").  The Registrant then conveyed all of its right, title and
          interest in the Certificate to Fund America Investors V (the
          "Issuer") pursuant to the terms of a Deposit Trust Agreement dated
          as of April 25, 1995 (the "Deposit Trust Agreement") between the
          Issuer and Wilmington Trust Company, as owner trustee (the "Owner
          Trustee").  The Issuer then pledged all of its right, title and
          interest in the Certificate to Bankers Trust Company of California,
          N.A. as trustee (the "Indenture Trustee") as collateral for the
          bonds which were issued pursuant to an Indenture dated as of April
          1, 1996 (the "Indenture") between the Issuer and the Indenture
          Trustee.

          Information with respect to the business of the Trust would not be
          meaningful because the only "business" of the Trust is the
          collection on the Mortgage Loans and distribution of payments on
          the Certificates to Certificateholders. This information is
          accurately summarized in the Monthly Reports to Certificateholders,
          which are filed on Form 8-K.  There is no additional relevant
          information to report in response to Item 101 of Regulation S-K.

          ITEM 2.  Properties.

          The Sponsor owns no property.  The Fund America Investors Corporation
          II Mortgage Pass-Through Certificates, Series 1996-A, in the
          aggregate, represent the beneficial ownership in a Trust
          consisting primarily of the Mortgage Loans.  The Trust will
          acquire title to real estate only upon default of the mortgagors
          under the Mortgage Loan.  Therefore, this item is inapplicable.

          ITEM 3.  Legal Proceedings.

          None.

          ITEM 4.  Submission of Matters to a Vote of Security Holders.

          No matters were submitted to a vote of Certificateholders during
          the fiscal year covered by this report.


          PART II

          ITEM 5.  Market for Registrant's Common Equity and Related
          Stockholder Matters.

          The Fund America Investors Corporation II Mortgage Pass-Through
          Certificates, Series 1996-A represent, in the aggregate, the
          beneficial ownership in a trust fund consisting primarily of the
          Mortgage Certificates.  The Certificates are owned by
          Certificateholders as trust beneficiaries.  Strictly speaking,
          Registrant has no "common equity," but for purposes of this Item
          only, Registrant's Collateralized Asset-Backed Certificates are
          treated as "common equity."

          (a)  Market Information.  There is no established public trading
          market for Registrant's Certificates.  Registrant believes the
          Certificates are traded primarily in intra-dealer markets and
          non-centralized inter-dealer markets.

          (b)  Holders.  The number of registered holders of all classes of
          Certificates on December 31, 1997 was:  [Participant listings for
          Cede & Co, as a representative nominee for the Class A-1 Bonds
          was unavailable from The Depository Trust Company.  Total number
          of registered holders of all classes of Certificates will be
          reported on Form 10-K/A once participant listings become
          available].

          (c)  Dividends.  Not applicable.  The information regarding
          dividends required by sub-paragraph (c) of Item 201 of Regulation
          S-K is inapplicable because the Trust does not pay dividends.
          However, information as to distribution to Certificateholders is
          provided in the Monthly Reports to Certificateholders for each
          month of the fiscal year in which a distribution to
          Certificateholders was made.

          ITEM 6.  Selected Financial Data.

          Not Applicable.  Because of the limited activities of the Trust,
          the Selected Financial Data required by Item 301 of Regulation
          S-K does not add relevant information to that provided by the
          Monthly Reports to Certificateholders, which are filed on a
          monthly basis on Form 8-K.

          ITEM 7.  Management's Discussion and Analysis of Financial
          Condition and Results of Operations.

          Not Applicable.  The information required by Item 303 of
          Regulation S-K is inapplicable because the Trust does not have
          management per se, but rather the Trust has a Trustee who causes
          the preparation of the Monthly Reports to Certificateholders.
          The information provided by the Monthly Reports to
          Certificateholders, which are filed on a monthly basis on Form
          8-K, does provide the relevant financial information regarding
          the financial status of the Trust.

          ITEM 8.  Financial Statements and Supplementary Data.

          Monthly Report to Certificateholders as to distributions made on
          December 26, 1997 filed with the Securities and Exchange
          Commission on Form 8-K on March 13, 1998.

          Monthly Report to Certificateholders as to distributions made on
          January 27, 1998 filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998.

          Monthly Report to Certificateholders as to distributions made on
          February 25, 1998 filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998.

          Annual Statement of Compliance by the Master Servicer is not
          currently available and will be subsequently filed on Form 8.

          Independent Accountant's Report on Servicer's will be subsequently
          filed on Form 8.

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

          None.


          PART III

          ITEM 10.  Directors and Executive Officers of Registrant.

          Not Applicable.  The Trust does not have officers or directors.
          Therefore, the information required by items 401 and 405 of
          Regulation S-K are inapplicable.

          ITEM 11.  Executive Compensation.

          Not Applicable.  The Trust does not have officers or directors to
          whom compensation needs to be paid.  Therefore, the information
          required by item 402 of regulation S-K is inapplicable.

          ITEM 12.  Security Ownership of Certain Beneficial Owners and
          Management.

          (a)  Security ownership of certain beneficial owners.  Under the
          Pooling and Servicing Agreement governing the Trust, the holders of
          the  Certificates generally do not have the right to vote and are
          prohibited from taking part in management of the Trust.  For
          purposes of this Item and Item 13 only, however, the
          Certificateholders are treated as "voting security" holders.

          As of December 31, 1997, the following are the only persons known
          to the Registrant to be the beneficial owners of more than 5% of
          any class of voting securities:  [Participant listings for
          Cede & Co, as a representative nominee for the Class A-1 Bonds
          was unavailable from The Depository Trust Company.  Total number
          of registered holders of all classes of Certificates will be
          reported on Form 10-K/A once participant listings become
          available].


Bankers Trust Company
John Lasher
c/o BT Services Tennessee Inc.
648 Grassmere Park Drive
Nashville, TN  37211
Series 1996-A
Class A-1
37.4%

Chase Manhattan Bank
Orma Trim Supervisor
4 New York Plaza
13th Floor
New York, NY  10004
Series 1996-A
Class A-1
7.0%

Chase Manhattan Bank/Chemical
Maria Rail
4 New York Plaza
Proxy Department 13th Floor
New York, New York  10004
Series 1996-A
Class A-1
38.8%

Custodial Trust Company
Dawn Eike
101 Carnegie Center
Princeton, NJ  08540
Series 1996-A
Class A-1

Fund America Investors Trust V
c/o ICI Funding Corporation
20371 Irvine Avenue
Santa Ana Heights, CA  92707
Series 1996-A
Issuer
100%


          (b)  Security ownership of management.  Not Applicable.  The
          Trust does not have any officers or directors.  Therefore, the
          information required by Item 403 of Regulation S-K is
          inapplicable.

          (c)  Changes in control.  Not Applicable.  Since
          Certificateholders do not possess, directly or indirectly, the
          power to direct or cause the direction of the management and
          policies of the Trust, other than in respect to certain required
          consents regarding any amendments to the Pooling and Servicing
          Agreement, the information requested with respect to item 403 of
          Regulation S-K is inapplicable.

          ITEM 13.  Certain Relationships and Related Transactions.

          (a)  Transactions with management and others.  Registrant knows
          of no transaction or series of transactions during the fiscal
          year ended December 31, 1997, or any currently proposed
          transaction or series of transactions, in an amount exceeding
          $60,000 involving the Registrant in which the Certificateholders
          identified in Item 12(a) had or will have a direct or indirect
          material interest.  There are no persons of the types described
          in Item 404(a)(1),(2) and (4) of Regulation S-K, however, the
          information required by Item 404(a)(3) of Regulation S-K is
          hereby incorporated by reference in Item 12 herein.

          (b)  Certain business relationships.  None.

          (c)  Indebtedness of management. Not Applicable.  The Trust does
          not have management consisting of any officers or directors.
          Therefore, the information required by item 404 of Regulation S-K
          is inapplicable.

          (d)  Transactions with promoters.  Not Applicable.  The Trust
          does not use promoters.  Therefore, the information required by
          item 404 of Regulation S-K is inapplicable.


          PART IV

          ITEM 14.  Exhibits, Financial Statement Schedules, and Reports on
          Form 8-K.

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

          EXHIBITS

          Monthly Report to Certificateholders as to distributions made on
          December 26, 1997 filed with the Securities and Exchange
          Commission on Form 8-K on March 13, 1998.

          Monthly Report to Certificateholders as to distributions made on
          January 27, 1998 filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998..

          Monthly Report to Certificateholders as to distributions made on
          February 25, 1998 filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998.

          Annual Statement of Compliance by the Master Servicer is not
          currently available and will be subsequently filed on Form 8.

          Independent Accountant's Report on Servicer's servicing
          activities is not currently available and will be subsequently
          filed on Form 8.

          (b)  The following Reports on Form 8-K were filed during the last
          quarter of the period covered by this Report:

          Monthly Report to Certificateholders as to distributions made on
          January 27, 1998 filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998.

          Monthly Report to Certificateholders as to distributions made on
          February 25, 1998 filed with the Securities and Exchange
          Commission on Form 8-K on March 23, 1998.

          (c)  The exhibits required to be filed by Registrant pursuant to
          Item 601 of Regulation S-K are listed above and in the Exhibit
          Index that immediately follows the signature page hereof.

          (d)  Not Applicable.  The Trust does not have any subsidiaries or
          affiliates.  Therefore, no financial statements are filed with
          respect to subsidiaries or affiliates.

          Supplemental information to be furnished with reports filed
          pursuant to Section 15(d) by registrants which have not
          registered securities pursuant to Section 12 of the Act.

          No annual report, proxy statement, form of proxy or other
          soliciting material has been sent to Certificateholders, and the
          Registrant does not contemplate sending any such materials
          subsequent to the filing of this report.


                                     SIGNATURE

          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.

                             By:  Bankers Trust Company of California, N.A.
                                  not in its individual capacity but solely
                                  as a duly authorized agent of the
                                  Registrant pursuant to the Pooling and
                                  Servicing Agreement, dated as of April
                                  1, 1996.


          By:  /s/Judy L. Gomez
               Judy L. Gomez
               Assistant Vice President


          Date:  March 24, 1998


          EXHIBIT INDEX

          Exhibit Document

          1.1  Monthly Report to Certificateholders as to distributions
               made on December 26, 1997 filed with the Securities and
               Exchange Commission on Form 8-K on March 13, 1998.

          1.2  Monthly Report to Certificateholders as to distributions
               made on January 27, 1998 filed with the Securities and
               Exchange Commission on Form 8-K on March 23, 1998.

          1.3  Monthly Report to Certificateholders as to distributions
               made on February 25, 1998 filed with the Securities and
               Exchange Commission on Form 8-K on March 23, 1998.

          1.4  The Pooling and Servicing Agreement of the Registrant dated
               as of April 1, 1996 (hereby incorporated herein by reference
               and filed as part of the Registrant's Current Report on Form
               8-K filed with Securities and Exchange Commission on
               May 15, 1996).