________________________________________________________

                         Securities and Exchange Commission
                               Washington, DC 20549
               ________________________________________________________

                                       FORM 10-K

MARK ONE:
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE 
ACT OF 1934 for the Fiscal Year Ended December 31, 1998; or

[  ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
EXCHANGE ACT OF 1934.

                                Commission File No. 0-38593

                           RENAISSANCE CAPITAL PARTNERS II, LTD.
_____________________________________________________________________________
                 (Exact name of registrant as specified in its charter)
 
               TEXAS                                   75-2407159
_____________________________________________________________________________
(State of incorporation or organization)  (I.R.S. Employer Identification No.)

          10751 Mapleridge Drive
              Dallas, Texas                                            75238
_____________________________________________________________________________
(Address of principal executive offices)                            (Zip Code)

Registrant's telephone number, including area code:             (214) 341-5033

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
                               Subscription Units of $1000
                          ____________________________________
                                     (Title of class)

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

State the aggregate market value of the voting stock held by non affiliates of 
the registrant:

As of December 31, 1998, there were 43,254 Units of Limited Partnership 
Interest outstanding.  A Unit is an initial offering Subscription of $1,000.  
There is no market in the Units.  Based on Unit values as reflected in the 
Registrant's Financial Statements, the aggregate value of the Partnership 
Interests held by non-affiliates as of December 31, 1998, was $7,811,294.  
Aggregate value of the Partnership Interests held by affiliates as of December 
31, 1998, was $26,938.

                                      PART  I

The discussion set forth herein contains certain forward looking statements 
with respect to the financial condition, results of operations and business of 
the Partnership.  These forward looking statements are subject to certain 
risks and uncertainties, not all of which can be predicted or anticipated.  
Factors that may cause actual results to differ materially from those 
contemplated by the forward looking statements herein include, but are not 
limited to, changes in economic conditions;  competitive conditions in the 
markets in which portfolio companies conduct their operations, including 
competition from companies with substantially greater resources than those of 
the portfolio companies; and the results of litigation, which cannot be 
predicted with certainty.  Readers of this Discussion should not place undue 
reliance on forward looking statements.

ITEM 1.  BUSINESS

GENERAL DEVELOPMENT OF BUSINESS
Renaissance Capital Partners II, Ltd. (sometimes referred to as the 
"Registrant" or the "Partnership") is a Texas limited partnership, (organized 
as of January 14, 1991 with commencement of operations on January 6, 1992), 
that has elected to operate as a business development company (sometimes 
referred to herein as a "Business Development Company" or a "BDC") under the 
Investment Company Act of 1940, as amended (the "1940 Act").  On January 23, 
1991, the Partnership filed a registration statement on Form N-2 for the sale 
of up to 50,000 Limited Partnership Units at an offering price of $1,000 per 
Unit.  The Partnership continued the offering until March 31, 1993 at which 
time the offering was closed.

The investment objective of the Partnership was to provide investors with 
current income and long-term capital appreciation by investing primarily in 
private placement convertible debt securities (the "Debentures") of small and 
medium size public companies ("Portfolio Companies").  The Partnership's 
stated goal was to achieve a 10% annual current return to the holders of 
limited partnership interests (the "Interests"); provided, however, that such 
current return was to be increased or decreased from time to time, dependent 
upon the actual operating results of the Partnership.  The Partnership is not 
currently paying an annual return to the Partners and does not anticipate 
doing so prior to the final liquidation of the Partnership.

Renaissance Capital Group, Inc. ("Renaissance Group"), a Texas corporation, 
served as the managing general partner (the "Managing General Partner") and as 
investment adviser to the Partnership until September 30, 1998.  In those 
capacities, Renaissance Group was primarily responsible for the selection, 
evaluation, structure, and administration of the Partnership's investment 
portfolio.  Renaissance Group is a registered investment adviser under the 
Investment Advisers Act of 1940, as amended (the "Advisers Act") and the Texas 
Securities Act.  However, those activities were subject to the supervision of 
two Independent General Partners of the Partnership who provided guidance with 
respect to the operations of the Partnership (the "Independent General 
Partners") (See Item 10.  Directors and Executive Officers of the Registrant).

Generally, investments were made in companies that have their common stock 
registered for public trading under the Securities Exchange Act of 1934, as 
amended (the "Exchange Act"), or that have made arrangements, satisfactory to 
the Partnership, for commencement of such registration in conjunction with the 
financing.  The terms of the documents evidencing the Partnership's investment 
("Portfolio Investments") in Portfolio Companies generally provide that the 
Partnership will have the right to convert its Debentures into or otherwise 
acquire common stock in exchange for its Debentures.  Each was a direct 
placement with the Portfolio Company.

Accordingly, while such common stock of the Portfolio Company may be publicly 
traded, the common stock to be acquired by the Partnership is generally 
unregistered.  Therefore, such securities are restricted from distribution or 
sale to the public except in compliance with certain holding periods and 
exemptions under the Securities Act of 1933, as amended (the "Securities 
Act"), or after registration pursuant to the Securities Act.

On January 6, 1992 the minimum offering requirements had been met and the 
first closing of sale of Units occurred in the amount of $2,808,000.  
Following the initial closing, the Partnership commenced carrying forward its 
plan of business operations.  The Partnership directed its investment efforts 
to small and medium sized Portfolio Companies.

Effective October 1, 1998, Renaissance Group withdrew as Managing General 
Partner of the Partnership as part of an agreement to begin to wind down and 
liquidate the Partnership.  Mr. Thomas W. Pauken, who had served as an 
Independent General Partner agreed to become the Liquidation Trustee (the 
"Trustee") pursuant to the Liquidation Trustee's Agreement which was filed as 
an Exhibit to Form 10-Q for the period ending September 30, 1998, and is 
incorporated for all purposes herein.  The Trustee assumed all 
responsibilities, and has the authority, of the Managing General Partner.

Pursuant to the provisions of the Partnership Agreement, the Trustee commenced 
to wind up the affairs of the Partnership and to liquidate its assets.  The 
Trustee has full right and unlimited discretion to determine the time required 
and used for liquidation, including sale of assets, distribution of assets in 
kind, and exchange of assets for other assets for the purpose of obtaining, in 
its opinion, fair value for such assets, having due regard to the activity and 
condition of the relevant matters of general financial and economic 
conditions.  To the extent that such assets cannot be liquidated, the Trustee, 
subject to the Securities Act and the 1940 Act, may effectuate an in-kind 
distribution if it would be in the best interests of the Partners and if in 
accordance with the Prospectus.  To the extent permitted by the Advisers Act, 
for all purposes of this Agreement, assets distributed in kind shall be deemed 
to have been sold for their fair market, and the proceeds of such sale shall 
be deemed to have been distributed as of the date of the in-kind distribution.  
It is the Trustee's objective to wind up the Partnership by the year 2000 and 
distribute the assets, other than the monies necessary to conclude any pending 
litigation (see Item 3.  Legal Proceedings); however, factors outside the 
control of the Trustee could cause delays in the distribution of some or all 
of the assets.

FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS
While the Partnership originally had a diversified portfolio in a variety of 
industries, it is concentrated now in the biotech/medical products industry 
due to the fact that Tutogen Medical, Inc., the one remaining active company 
in the Portfolio, is a biotech/medical products company.

NARRATIVE DESCRIPTION OF THE BUSINESS
The Partnership, as a Business Development Company under the 1940 Act, 
primarily made investments in convertible debentures of small and medium sized 
public companies.

Under the provisions of the 1940 Act, a Business Development Company must 
invest at least 70% of its funds in "eligible portfolio investments", such 
being generally defined as direct placements to eligible companies and 
temporary investments in "cash items" pending other investments.  However, 
under the provisions of the 1940 Act, a Business Development Company may 
invest up to 30% of its funds in "Other Investments" that is, investments that 
do not qualify as "eligible portfolio investments", such as open market 
purchases or participation in public offerings. The Trustee does not intend to 
make any new investments in additional companies.

At December 31, 1998, the Partnership's investment assets were classified by 
amount as follows:

<TABLE>
                                                          Percentage of
Classification                        Cost             Investments (at cost)
<S>                                    <C>                     <C>
Eligible Portfolio Companies      $21,607,598                    100%

Other Portfolio Companies             None                         0%
</TABLE>

INVESTMENT OBJECTIVE
The investment objective of the Partnership was to provide its Limited 
Partners with both current income and long-term capital appreciation.

LIQUIDATION POLICY
The investment objective of the Trustee is to wind up the Partnership in an 
expeditious manner while seeking to maximize the value of the remaining assets 
and reduce the administrative and managerial costs to the Partnership.

In 1998, $1,000,000 was distributed to the Limited Partners.  It is the 
present intention of the Trustee to distribute the shares of Tutogen Medical, 
Inc. ("Tutogen") to the Limited Partners in year 2000 or sooner if Tutogen 
merges with, or is acquired by, another company.  The Trustee has joined the 
Board of Directors of Tutogen and intends to take an active role in the 
affairs of that Company since the Partnership is the majority shareholder of 
that Company.

REGULATION UNDER THE INVESTMENT COMPANY ACT OF 1940
The 1940 Act was enacted to regulate investment companies.  In 1980, the 1940 
Act was amended by the adoption of the Small Business Investment Incentive 
Act.  The purpose of the amendment was to remove regulatory burdens on 
professionally managed investment companies engaged in providing capital to 
smaller companies.  The Small Business Investment Incentive Act established a 
new type of investment company specifically identified as a Business 
Development Company as a way to encourage financial institutions and other 
major investments to provide a new source of capital for small developing 
businesses.

BUSINESS DEVELOPMENT COMPANY
A Business Development Company ("BDC")

(1)  is a closed-end management company making 70% of its investments only in 
certain companies (identified as "Eligible Portfolio Companies"), and in "cash 
items" pending other investments.  Under the regulations established by the 
SEC under the 1940 Act only certain companies may qualify as "Eligible 
Portfolio Companies".  Qualifications to be met for a company to be an 
"Eligible Portfolio Company" are:
(a) it must be organized under the laws of a state or states of the United 
States, (b) it may not be an investment company (except for a wholly owned 
Small Business Investment Company), and (c) it must generally fall into one or 
the three following categories:
1.  Companies that do not have a class of securities registered on a national 
securities exchange or are the Federal Reserve OTC margin list,
2.  Companies that are actively controlled by the BDC either alone or as part 
of a group (for this purpose, control is presumed to exist if the BDC or group 
in which the BDC is a member owns 25% or more of the voting securities), or
3.  It meets such other criteria as established by the SEC.

(2)  must be prepared to provide "Significant Managerial Assistance" to such 
Portfolio Companies.  Significant Managerial Assistance means, as to the 
Partnership:
(a) any arrangement whereby the Partnership, through its officers, employees 
or General Partners, seeks to provide significant guidance concerning 
management, operations, objectives or policies of the Portfolio Company, or 
(b) the exercise of a controlling influence over the Portfolio Company.

Further, the regulations generally provide that the securities must be 
obtained in direct transactions with the Portfolio Company and as such are 
generally restricted from transferability in the public markets.

1940 Act Requirements
The BDC election exempts the Partnership from some provisions of the 1940 Act.  
However, except for those specific provisions, the Partnership will continue 
to be subject to all provisions of the 1940 Act not exempted, including the 
following:
(1)  restrictions on the Partnership from changing the nature of business so 
as to cease to be, or to withdraw its election as, a BDC without the majority 
vote of the Interests;
(2)  restrictions against certain transactions between the Partnership and 
affiliated persons;
(3)  restrictions on issuance of senior securities, such not being prohibited 
by the 1940 Act but being restricted as a percentage of capital;
(4)  compliance with accounting rules and conditions as established by the 
SEC, including annual audits by independent accountants;
(5)  compliance with fiduciary obligations imposed under the 1940 Act;
(6)  requirement that the Limited Partners ratify the selection of the 
Partnership's independent public accountants and the approval of the 
investment advisory or similar contracts and amendments thereto; and
(7)  restrictions on purchases of Units by the Partnership.

PARTNERSHIP TERM
The Partnership Agreement provides for a term of eight (8) years from the 
final closing of the initial offering which was March 31, 1993.  As of October 
1, 1998, Thomas W. Pauken was appointed the Liquidation Trustee to wind up the 
affairs of the Partnership and liquidate its assets.

PARTNERSHIP PORTFOLIO INVESTMENTS
As of December 31, 1998, the Partnership had six (6) Portfolio investments of 
which one (1) was active.

TOTAL CHOICE, INC.(FORMERLY AMERISHOP, CORP. (PRIVATELY HELD))
Total Choice, Inc. provides incentive merchandising and membership buying 
programs.  The Partnership originally made an investment in July 20, 1992 in 
Amerishop, Inc. ("Amerishop") of Grand Rapids, Michigan.

Effective June 18, 1997, the Partnership and AmeriShop entered into a 
"Surrender Agreement" and "Bill of Sale and Omnibus Agreement" whereby the 
Partnership foreclosed on all the assets of the business of AmeriShop, except 
for receivable pledged on senior debt and any proceeds thereof, in exchange 
for cancellation of all Convertible Debentures and Notes held by the 
Partnership.

The Partnership valued the surrendered assets at $700,000 and transferred them 
into Total Choice, Inc. ("Total Choice"), a newly formed Texas corporation, in 
exchange for a 60% common equity interest in the new entity.  The Partnership 
recognized a $3,028,448 loss on the foreclosure transaction.  In July 1997, 
the Partnership made a $300,000 follow-on investment to Total Choice in the 
form of Preferred Stock.

A valuation reserve of $196,065 was placed on this investment representing the 
Partnership's 60% share of the Company's $326,775 loss for 1997. 

In 1998, the Partnership has received no revenues from the new business, now 
known as Total Choice, Inc.  The Partnership has completely written down this 
investment, and the Trustee believes that it will take major operational 
changes and the infusion of additional capital by the other investors in the 
existing business in order to realize any value for the Partners in this 
investment.

TUTOGEN MEDICAL, INC. (FORMERLY KNOWN AS BIODYNAMICS INTERNATIONAL, INC.)
Formerly known as Biodynamics International, Inc., the Company processes bio 
implants for neurosurgical, orthopedic, urological, reconstructive and general 
surgical indications, utilizing its patented Tutoplast process of tissue 
preservation and viral inactivation.  Tutogen's products are distributed 
worldwide through operating subsidiaries in the U.S. and Germany and through 
strategic alliances with such companies as Mentor and I.O.P., Inc. Tutogen 
stock trades on the NASDAQ stock market under the symbol TTGN.

On March 29, 1993, the Partnership invested $2,500,000 in a 11% convertible 
debenture issued by Biodynamics International, Inc. ("Biodynamics") or Tutogen 
Medical, Inc. ("Tutogen"). Subsequently, the Partnership made follow-on 
investments in Tutogen.

On March 18, 1998, the Partnership advanced Tutogen $500,000 pursuant to a 9% 
Promissory Note secured by substantially all of Tutogen's assets.  Tutogen 
agreed to immediately roll the Note into a 9% convertible debenture with the 
Debenture being convertible into shares of common stock at $1.35 per share.  
The Debenture will be executed under the same terms and conditions as the 
November 11, 1997 Debenture.  Interest for the first 90 days of the Note and 
Debenture was payable by the Company in cash or shares of common stock at 
$1.35 per share.

Through June 1998, the Company paid its interest obligation on the $2,074,081 
Debenture by issuing 57,688 shares of common stock at $1.25 per share, and 
paid its interest obligation on the $500,000 Debenture by issuing 8,219 shares 
of common stock at $1.35 per share.  The Partnership also purchased 3,000 
shares of the Company's common stock on the open market for $7,180.  

In the fourth quarter, the Company paid its interest obligations on the 
$2,074,081 Debenture by issuing 69,327 share of common stock at $1.35 per 
share, and additionally paid its interest obligation on the $500,000 Debenture 
by issuing 9,316 shares of common stock at $1.35 per share.  The Company's 
interest obligations on both Debentures were brought current through September 
30, 1998 by issuing the Partnership the 144,550 shares of Tutogen common 
stock. As of December 31, 1998, the Company owed the Partnership interest in 
the amount of $47,050 on Debenture 1 and interest in the amount of $11,342 on 
Debenture 2.

Subsequent to December 31, 1998, the Partnership became the majority 
shareholder of Tutogen pursuant to a series of transactions involving the 
recapitalization of Tutogen  These transactions included the conversion of a 
Tutogen debenture, the amendment of stock purchase warrants held by the 
Partnership and the issuance of additional common stock of Tutogen to the 
Partnership in exchange for assets of the Partnership.  Effective January 31, 
1999, the Partnership and Tutogen entered into several inter-related 
transactions, as follows:
(i)  the Partnership exercised its right to convert the ouststanding 
principal, accrued interest and accrued expenses on a convertible debenture in 
the principal amount of $2,074,081.06 in accordance with the terms of the 
debenture, resulting in the issuance to the Partnership of 4,600,507 shares 
and, as additional consideration for the agreement to convert the debenture, 
the Company issued to the Partnership an additional 149,334 shares;
(ii)  warrants held by the Partnership to purchase 1,353,957 shares were 
amended.  These warrants previously were subject to exercise prices of $2.50 
and $2.60 per share; as amended, the exercise prices of the warrants are $1.25 
per share if the warrants are exercised prior to June 30, 2000.  If not so 
exercised, the exercise prices will revert to the original exercise prices of 
the warrants; and
(iii)  the Partnership acquired 300,000 shares, together with warrants to 
purchase additional 300,000 shares at an exercise price of $1.50 per share, in 
exchange for $300,000 cash.

As of February 1, 1999, the Partnership is the beneficial owner of 7,769,278 
shares, representing approximately 61.26% of the outstanding shares of the 
Company (including, for this purpose shares issued in transactions described 
above and shares issuable upon exercise of warrants and upon conversion of a 
debenture owned by the Partnership; all of the warrants and the debenture are 
presently convertible or exercisable.

Revenues for fiscal year 1998 was approximately $9 million, and overall, it 
was a break-even year for Tutogen.

CODED COMMUNICATIONS CORPORATION
Coded Communications Corporation ("Coded") was a manufacturer of digital 
transmission systems for mobile fleet operations.  On October 9, 1992, the 
Partnership invested $2,500,000 in a 12% convertible debenture issued by Coded 
Communications Corporation of Carlsbad, California.  Subsequently, the 
Partnership made follow-on investments in Coded.

During the first quarter of 1998, Coded announced that Gary Luick had resigned 
as President and Chief Executive Officer, and Director of Coded.  The Company 
also announced that Hugo Camou, Chairman of the Board, would be assuming 
responsibilities as Chief Executive Officer, and that John Wiggins, Chief 
Operating Officer, would become President and take Mr. Luick's place on the 
board. Coded also announced that it had completed a two-year financial 
restructuring of its unsecured debt by making a final payment of $613,000 
under the San Diego Credit Settlement Plan.  Overall, the Plan settled $1.65 
million dollars and was carried out over a 27-month period, during which time 
Coded made all payments as scheduled.  On January 14, 1998, Coded announced 
that it had established a revolving line of credit with Comerica Bank for up 
to $1.75 million, including a capital equipment credit line for up to 
$250,000.  

By the second quarter of 1998, the Company was in a working capital crisis and 
in the third quarter the Partnership fully reserved its investment in the 
preferred and common stock of the Company.

In the fourth quarter of 1998, Coded filed for bankruptcy in Chapter 11 
proceedings in Delaware.  That was converted to Chapter 7 status in the first 
quarter of 1999.  The Trustee has taken legal action to try to protect the 
Partnership's secured position on the $311,060 Promissory Note and recover 
from the assets of the Estate.

CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
Consolidated Health Care Associates, Inc. ("CHCA") operated physical therapy 
rehabilitation centers until it was liquidated in 1998.  On December 29, 1992, 
the Partnership invested $2,500,000 in an 11% debenture issued by CHCA of 
Franklin, Massachusetts. Subsequently, the Partnership made follow-on 
investments in CHCA.

On December 17,1997, the Partnership advanced to CHCA $40,000 under the terms 
of an 8% Promissory Note to be paid in full on January 15, 1999.  On January 
6, 1998, the Partnership and CHCA agreed to modify, renew, extend, and 
consolidate the October 28, 1997 Promissory Note for $831,553, the $75,000 
Promissory Note dated November 11, 1997, the $150,000 Promissory Note dated 
November 14, 1997 and the $40,000 Promissory Note dated December 17, 1997, 
together with accrued interest on the outstanding balance due under the note 
to be paid in full on the earlier of January 31, 1998 or the closing of the 
sale of CHCA's assets.

On January 9, 1998, CHCA announced the completion of an Asset Purchase 
Agreement with HealthSouth Holdings, Inc. ("Healthsouth").  Under that 
agreement, Healthsouth acquired all of the operating assets and assumed 
certain liabilities of PTS Rehab Philadelphia, Inc. (consisting of one 
outpatient clinic located in Pennsylvania) and Physical Therapy Associates, 
Inc. (consisting of three outpatient clinics in Delaware), both wholly owned 
subsidiaries of CHCA, in exchange for $800,000 cash.

On January 23, 1998, the Partnership advanced CHCA $65,000 under the terms of 
an 8% Promissory Note.  On February 1, 1998, the Partnership and CHCA agreed 
to modify, renew, extend, and consolidate the January 6th Promissory Note for 
$1,111,836 and the $65,000 Note dated January 23, together with accrued 
interest thereon of $6,464 into a new Secured Promissory Note of $1,183,301.  
The January 23, 1998 Promissory Note bears interest at 8% per annum with the 
principal and accrued interest on the outstanding balance due under the Note 
to be paid in full on the earlier of May 31, 1998 or the closing of the sale 
of all or substantially all of the assets.

On March 6, 1998, the Partnership and Duncan Smith Co. agreed to loan CHCA 
$150,000 pursuant to a Promissory Note secured by all the assets of CHCA and 
its remaining subsidiaries.  The Note is guaranteed by the PTS Rehab, Inc. 
subsidiary of CHCA, and the guaranty is secured by all the receivables at the 
PTS Rehab, Inc. level.  Under the Note, interest accrued at 15% per annum, and 
all principal and interest is due in full on or before June 1, 1998.  The 
advances made under the Note will be split 50/50 between the Duncan-Smith Co. 
and the Partnership.  Goodhue W. Smith, III, Chairman of the Board of CHCA, is 
a founding partner of Duncan-Smith.  On March 6, 1998, Duncan-Smith advanced 
CHCA $65,000 pursuant to the Note.  On March 17, 1998, the Partnership 
advanced $63,000 to CHCA pursuant to the Note.  On April 14, 1998, the 
Partnership received a principal payment in the amount of $63,362 from PTS 
Rehab reducing the principal balance on the 8% Promissory Note to $1,119,938.

In March 1998, CHCA assigned remaining payments of two notes owed to CHCA to 
the Partnership. 

As of December 31, 1998, the Company owed Renaissance $1,119,938 plus unpaid 
interest in the amount of $58,861 on the 8% Promissory Note dated February 1, 
1998, and also owed the Partnership $63,000 plus unpaid interest in the amount 
of $7,482 on the 15% Promissory Note dated March 6, 1998.  

The Trustee did collect $24,138 in payments in the fourth quarter on one Note 
owed to CHCA whose payments were assigned to the Partnership.  The principal 
balance of this assigned Note remains at $100,096.  

Payments under the second Note assigned to the Partnership of $5,641 were 
still due as of December 31,  1998, but was collected by the Trustee in the 
first quarter of 1999.  Renaissance's security position on the $1,119,938 and 
$63,000 Notes is currently inferior to the position of the factoring company 
which is collecting on the accounts receivable of the liquidated entity.  At 
this time it is unlikely that Renaissance will be able to collect anything on 
those Notes in light of the priority claims of the factoring company.

SCIENTIFIC SOFTWARE/INTERCOMP. INC.
Scientific Software/Intercomp. Inc. ("SSI") provides data processing software 
for the petroleum industry. On October 30, 1992, the Partnership invested 
$2,500,000 in an 11% convertible debenture, Series #A issued by SSI of Denver, 
Colorado.  Subsequently, the Partnership made follow-on investments in SSI.

In 1998 the SSI entered into a Definitive Agreement to sell all of its 
outstanding shares to Baker Hughes, Inc. for $0.44 per share.  As part of that 
agreement, the Partnership agreed to exchange its $1,500,000 Promissory Note 
owed by the Company for $1,300,000 6% Promissory Note from Baker Hughes.  

On November 6, 1998, Baker Hughes paid off its $1,300,000 Promissory Note due 
the Partnership as part of its acquisition of SSI.   The Partnership received 
$24,932 for interest owed from July 30, 1998 through November 6, 1998.

The Partnership distributed $1,000,000 to the Limited Partners in December 
1998, and held back $300,000 as a financial reserve for the Tutogen 
investment.  The Partnership has fully closed out its investment in SSI as of 
December 31, 1998.

TRICOM CORPORATION
Tricom Corporation ("Tricom") was engaged in LAN construction, telephone line 
construction auditing, parking meter auditing and the provision of coin box 
services for the pay telephone and parking meter industries.  On November 11, 
1992, the Partnership invested $1,000,000 in a 12% convertible debenture 
issued by Tricom of Santa Monica, California as the first disbursement under a 
$2,000,000 loan agreement. Subsequently, the Partnership made follow-on 
investments in Tricom.

In the first quarter of 1998, Tricom sold Office Communications Systems, Inc. 
("OCS"), its wholly owned subsidiary to AIDCO, Inc. The stock purchase 
agreement called for Tricom to receive $1,350,000 for its ownership interest 
in OCS.  Of the $1,350,000 sale price, $1,150,000 was paid to Tricom, while 
the remaining $200,000 balance was deposited into an escrow account to be held 
for a period of 12 months from closing as security for the indemnification 
obligations of Tricom pursuant to the stock purchase agreement.

Effective May 28, 1998, the Partnership entered into an Agreement with the 
Company whereby the Partnership converted its preferred stock having a cost 
basis of $2,153,600 into 538,400 shares of the Company's common stock having a 
cost basis of $2,203,600, bringing the Partnership's total ownership interest 
to 26.7%, and the Company agreed to pay the Partnership $150,000 plus a non-
interest-bearing Promissory Note for $50,000 due December 31, 1999.  In 
addition, the Company agreed to expand its Board to allow for a Partnership 
representative and to reduce the salary of Art Truckenbrodt, the Company's 
President and Chief Officer to $70,000.  By June 30, 1998, $75,000 had been 
received from the Company, and in the third quarter of 1998 an additional 
$75,000 was received from the Company.  

The Partnership fully reserved its investment in the Company as of September 
30, 1998, and the Company is now out of business.  It is doubtful at this time 
as to whether the Partnership will be able to collect on the $50,000 
Promissory Note due from the Company.

PERSONNEL
The Partnership has no direct employees but instead has contracted with the 
Trustee pursuant to the Partnership Agreement to provide all management and 
operation activities.  The Trustee currently employs one additional person to 
assist him in performing the duties and functions required by the Partnership.  
Outside personnel are retained by the Trustee on an as needed basis.  At the 
present time, a substantial portion of the Trustee's staff time is devoted to 
activities of the Partnership.

FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS
A substantial amount of business of Tutogen Medical, Inc., arises out of the 
operations of its German subsidiary.  Since there are no additional 
investments planned by the Partnership, there will be no additional 
investments in foreign operations.

ITEM 2.  PROPERTIES

The Partnership's business activities are conducted from the leased offices of 
the Trustee in a one-story general office building in Dallas.  Certain office 
expenses relating to the Partnership's activities are charged to the 
Partnership by the Trustee pursuant to the Liquidation Trustee Agreement made 
effective on October 1, 1998, and as an Exhibit in Form 10-Q for the period 
ending September 30, 1998.

ITEM 3.  LEGAL PROCEEDINGS

The Trustee has filed a lawsuit on behalf of the Partnership against the 
former Directors of Coded Communications Corporation and others alleging 
securities fraud, fraud, negligent misrepresentation and other claims to the 
detriment of the Partnership.  That lawsuit is pending in the United States 
District Court for the Northern District of Texas, Dallas Division and is 
styled "Thomas W. Pauken, Liquidation Trustee for Renaissance Capital Partners 
II, Ltd. v. Hugo Camou, et al.; Civil Action No. 3-98-CV-2758-G".  The Trustee 
also has filed certain actions on behalf of the Partnership in the Coded 
Communications Chapter 7 bankruptcy styled "IN RE Coded Communications 
Corporation, et al., Debtor; Bk. Case No. 98-2741 (MFW) through 98-2743 
(MFW)".  The lawsuit and the actions filed in the bankruptcy proceeding seek 
various forms of relief against Coded and the defendants, including the actual 
and exemplary damages, the rescission of the conversion of a debenture of 
Coded, and other forms of relief.  The defendants are contesting the claims in 
both proceedings.

The Partnership also appealed a decision of a Pennsylvania court in a 
adversial action against the controlling shareholder of U.S. Fax in a case 
styled "Renaissance Capital Partners II, Ltd v. US Fax, Inc. et al." That 
appeal was successful in the first quarter of 1999.  The outcome of that 
litigation should have no material effect on the Partnership.  There are no 
other legal proceedings currently pending with regard to the Partnership.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

No matter was submitted to a vote of Limited Partners, through the 
solicitation of proxies or otherwise, during the fourth quarter of 1998.

                                 PART   II

ITEM 5.  MARKET FOR THE REGISTRANT'S SECURITIES

TRADING
There is no trading in the Interests and no established market exists.  
Interests are restricted from transfer except in the event of death or by 
action of law or except with the prior approval of the Liquidation Trustee.

NUMBER OF HOLDERS
As of  December 31, 1998, there were approximately 1,800 beneficial holders of 
Limited Partner Interests.

DIVIDEND POLICY
The Partnership Agreement provided for an initial distribution to be made to 
the Limited Partners within 30 days after the end of the first quarter 
following closing of the offering, and thereafter, within 30 days of the end 
of each subsequent quarter, with the amount of the distributions to be 
determined at the discretion of the General Partners.  It was generally the 
intention of the General Partners to distribute investment income net of 
expenses on a quarterly basis.  Further, distributions of capital gains were 
to be made as realized.

As the result of decreasing cash resources in 1995 and 1996, the distributions 
to the limited partners were discontinued.  In 1997, $1,000,000 was 
distributed to the Limited Partners.  In the fourth quarter of 1998, a $1 
million distribution was made to the Partners.  As the Partnership's 
investments are liquidated, the Trustee expects to distribute to the Partners 
cash and/or shares of stock.

ITEM 6.  SELECTED FINANCIAL DATA

The following selected  financial data for the five year period ended December 
31, 1998, should be read in conjunction with the Partnership's Financial 
Statements and notes thereto and "Management's Discussion and Analysis of 
Financial Condition and Results of Operations" included in Item 7 of this 
Annual Report on Form 10-K for the five years ended December 31, 1998.
<TABLE>

                      1998        1997         1996        1995       1994
<S>                    <C>         <C>          <C>         <C>        <C>
Gross Income (Loss)
 (including 
 realized losses)    66,373     243,921    (3,098,478)  (3,349,784)   47,215

Net Unrealized 
  appreciation
 (depreciation)
  on investments (5,087,413) 	(10,630,309)  1,049,091   ,443,065   (12,650,369)

Net Income 
 (loss)         (5,622,192) (11,106,609) (3,000,121) (2,825,200) (13,814,4448)

Income (loss) per
Ltd Partnership 
Unit                 (130)        (253)         (68)        (64)         (315)

Total Assets    7,917,415    14,631,365    26,933,422  29,92,591    33,772,316

Distributions to 
Partners        1,000,000	     1,000,000         -0-       600,000    3,100,000

Distributions per Ltd
Partnership unit       23           23          -0-           14            71
</TABLE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
RESULTS OF OPERATIONS

GENERAL
The purpose of the Partnership was to provide growth capital to small and 
medium size public companies whose ability to service debt is sufficient to 
provide a quarterly return to the Limited Partners and whose growth potential 
is sufficient to provide opportunity for above average capital appreciation.

SOURCES OF OPERATING INCOME
Generally, the major source of operating income for the Partnership is 
investment income, either in the form of interest on debentures or dividends 
on stock.  However, the majority of income is derived from interest and 
capital gains.  The Partnership generally sought to structure investments to 
obtain an interest return competitive with current long-term financing rates 
available from other sources.

Further, the Partnership, in some cases, received payments fees, drawn-down 
fees and similar types of income.

While it was the general principle that the Managing General Partner and its 
officers and directors occupy a fiduciary relationship to the Partnership and 
not receive outside compensation or advantage in conflict with that 
relationship, neither the Managing General Partner nor its officers and 
directors were prohibited from receiving other income from non-conflicting 
sources.  Neither is the Trustee prohibited from receiving other income that 
is not in conflict with his fiduciary responsibilities to the Partnership.

The former Managing General Partner has formed other investment funds to make 
investments in similar Portfolio Companies and may, in the future, form 
additional similar investment funds.  Specifically, Renaissance Group formed 
Renaissance Capital Partners, Ltd. ("Renaissance I"), a limited partnership, 
and raised net capital contributions of approximately $12,886,000 in a private 
placement offering for the purposes of making primarily convertible debenture 
investments in small and medium size public companies.  Renaissance I is 
currently fully invested.  The former Managing General Partner has also formed 
Renaissance Capital Growth & Income Fund III, Inc. ("Renaissance III"), which 
is also a BDC with investment objectives similar to those of the Partnership 
and completed an offering in 1994 that raised approximately $41,489,500 
available for investment.  As of December 31, 1998, Renaissance III had 
completed investments in twenty companies having an aggregate cost value of 
$46,242,647 of which eighteen are still active.  The Fund is actively seeking 
additional investment opportunities.  In the Spring of 1996, Renaissance Group 
formed Renaissance US Growth & Income Trust PLC ("RUSGIT") a public limited 
company registered in England and Wales, listed on the London Stock Exchange, 
which invests in privately placed convertible debentures issued by companies 
similar to the investments of the Partnership.  RUSGIT invests primarily on a 
pari-passu basis with Renaissance III.  In 1996, RUSGIT raised investment 
capital of approximately $30,789,000.  As of December 31, 1998, RUSGIT had 
made investments in seventeen (17) portfolio companies having an aggregate 
cost of value of $28,301,665, of which sixteen (16) are still active.  RUSGIT, 
like Renaissance III, continues to actively seek investment opportunities.  In 
addition, Renaissance Group and its subsidiaries may, from time to time, 
provide investment advisory services, management consulting services and 
investment banking services to other clients.

As of October 1, 1998, Renaissance Group ceased serving as the Managing 
General Partner and the Investment Advisor of the Partnership.

REGULAR QUARTERLY PAYMENTS TO PARTNERS/PRIORITY DISTRIBUTIONS

QUARTERLY PAYMENTS TO LIMITED PARTNERS
It was intended that cash payments from operations be made to all Limited 
Partners each quarter to provide them a cash return.  Generally, this cash 
distribution was to be made from profits and investment income.  However, in 
the event that net profits were not adequate from time to time, the quarterly 
distributions may be made from capital, so long as capital was sufficient to 
assure repayment of all obligations of the Partnership and such capital 
distributions were permitted by applicable partnership law and the 1940 Act.

Such distributions are currently permitted under the Revised Texas Limited 
Partnership Act and under the 1940 Act, provided that, under the Revised Texas 
Limited Partnership Act, distributions cannot be made if Partnership assets 
are not sufficient to pay Partnership obligations and Limited Partners may be 
liable for the repayment of distributions, if any received in contravention of 
this restriction.

Further, quarterly distributions may be increased or decreased from time to 
time to reflect increases or decreases in current rates of investment income.

As the result of decreasing cash resources in 1995 and 1996, the distributions 
to the Limited Partners were discontinued. In 1997, $1,000,000 in 
distributions were made to the Limited Partners.   In 1998, $1,000,000 in 
distributions were made to the Limited Partners.  In light of the current 
financial condition of the Partnership and the decision to proceed forward 
final liquidation of the Partnership, it is unlikely that the Trustee will re-
establish the quarterly distribution to the Limited Partners.

OPTIONAL DISTRIBUTIONS OF OPERATING PROFITS AND CAPITAL GAINS
In addition to the regular quarterly distributions, it is intended that, as 
the Partnership achieves operating profits and net capital gains or realizes 
increased portfolio values such as through stock distributions or exchanges, 
such increased values, profits and gains may become available for distribution 
to the Partners in cash or assets.

The Performance Distributions cannot be adjusted without the consent of all 
the Limited Partners, except if required by order of a regulatory agency.

During 1997, the Partnership made no additional portfolio investments but made 
follow-on investments to existing portfolio companies of $3,131,000 and 
investments in short term government securities of $992,400.  Cash 
distribution of $1,000,000 were made to the Limited Partners and operations 
for the year resulted in a cash deficit of $488,770.  Cash was provided from 
the sale of stock and from the repayment of principal on investments of 
$3,773,121 and $1,000 respectively.

During 1998, the Partnership made no additional Portfolio Investments but made 
follow-on investments to existing Portfolio Companies of approximately 
$718,000.  Cash distributions of $1,000,000 were made to the Limited Partners 
and operations for the year resulted in a cash deficit of $472,448.    Since 
the Partnership is in the process of being liquidated, it is anticipated by 
the Trustee that the cash on hand should be sufficient for liquidation 
purposes.  It is the objective of the Trustee to distribute the stock in the 
Portfolio Investments to the Partners in year 2000.

RESULTS OF OPERATIONS

1998 COMPARED TO 1997
During 1998, the Partnership made no additional portfolio investments but made 
follow-on investments to existing Portfolio Companies of approximately 
$718,000.  As a result of prior investments and these follow-on investments, 
the Partnership incurred a net loss of $5,622,192 in 1998, consisting of the 
following: (i) interest income of $354,888; (ii) dividend income of $16,217; 
(iii) total expenses of $601,152; (iv) realized losses on investments of 
$310,834 and (v) unrealized depreciation on investments of $5,087,413.  As a 
result of the liquidation of portfolio companies, conversion of debentures to 
equity investments, and the necessity of reserving interest accruals, interest 
income seriously declined in 1998.  Dividends are down as they are dependent 
on the availability of Portfolio Companies earnings for distribution.  The 
estimated value of Portfolio Investments, as determined by the Trustee, 
indicates a decrease of $5,087,413 in fair value during 1998.  Because of the 
inherent uncertainty of valuations, the estimated Fair Value as determined by 
the Trustee may vary significantly from the values that would have been used 
had a ready market for the securities existed, and the differences could be 
material.  (See Item 1.  Business - Narrative Description of Business, and 
Partnership Portfolio Investments; and Item 13.  Certain Relationships and 
Related Transactions).

The Partnership incurred obligations in 1998 for the quarterly management fees 
through September 30, 1998, to the Partnership's then Managing General Partner 
of $251,199, and the Independent General Partners of $49,283. The Partnership 
reimbursed the Managing General Partner $99,055 for expenses in accordance 
with the Investment Advisory Agreement. The Partnership incurred obligations 
to the Trustee of $18,000 for the fourth quarter of 1998. 

Distributions in the amount of $1,000,000 were paid to Limited Partners in 
1998.

1997 COMPARED TO 1996
During 1997, the Partnership made no additional portfolio investments but made 
follow-on investments $3,131,000.  As a result of prior investments and these 
follow-on investments, the Fund's 1997 total income was a loss of $11,106,609 
consisting of the following: (i) interest income of $745,190; (ii) dividend 
income of $49,690; (iii) total expenses of $720,221; (iv) realized losses on 
investments of $550,959; and (v) unrealized depreciation on investments of 
$10,630,309.  As a result of converting debentures to equity investments, and 
the necessity of reserving interest accruals, interest income continued to 
decline.  Dividends were down as they are dependent on the availability of 
portfolio companies earnings for distribution.  The estimated value of 
portfolio investments, as determined by the Managing General Partner, 
indicated a decrease of $10,630,309 in fair value during 1997.  The 
Partnership realized a loss of $3,028,448 and $30,000 on the charge of its 
investments in AmeriShop, Inc. and StarComm Products, Inc. respectively.  
These combined losses were reduced to $550,959 after considering losses on the 
sale of Coded Communications, Inc. stock of $75,822 and gains on the sale of 
Industrial Holdings, Inc. stock of $2,583,309.  Because of the inherent 
uncertainty of valuations, the Estimated Fair Value as determined by the 
Managing General Partner may vary significantly from the values that would 
have been used had a ready market for the securities existed, and the 
differences could be material (See Item 1. Business - Narrative Description of 
Business, and Partnership Portfolio Investments and Item 13. Certain 
Relationships and Related Transactions.)

The Partnership incurred obligations in 1997 for the quarterly management fees 
to the Partnership's investment advisor, the Managing General Partner, of 
$411,179 and the Independent General Partners of $65,710.  The Partnership 
reimbursed the Managing General Partner $90,476 for expenses in accordance 
with the Investment Advisory Agreement.

Distributions in the amount of $1,000,000 were paid to the Limited Partners in 
1997.

YEAR 2000
Many computer software systems in use today cannot process date-related 
information from and after January 1, 2000.  The Partnership's Liquidation 
Trustee has taken steps to review and modify their computer systems as 
necessary and are prepared for the Year 2000.  In addition, the Partnership 
has inquired of its major service providers as well as its portfolio companies 
to determine if they are in the process of reviewing their systems with the 
same goals.  The majority of all providers and portfolio companies have 
represented that they are either taking the necessary steps to be prepared or 
are currently prepared for the Year 2000.  Should any of the computer systems 
employed by the major service providers, or companies in which the Partnership 
has an investment, fail to process this type of information properly, that 
could have a negative impact on the Partnership's operations and the services 
provided to the Limited Partners.  It is anticipated that the Partnership will 
incur no material expenses related to the Year 2000 issues.

ITEM 7(A).  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Partnership is subject to financial market risks such as changes in 
marketable equity security prices.  The Partnership does not use derivative 
financial instruments to mitigate any of these risks.  The return on the 
Partnership's investments is generally not affected by foreign currency 
fluctuations.

A portion of the Partnership's portfolio consists of debt and equity 
investments in a private company.  The Partnership would anticipate no impact 
on this investment from modest changes in public market equity prices.  
However, should significant changes in market prices occur, there could be a 
longer-term effect on valuations of private companies which could affect the 
carrying value and the amount and timing of proceeds realized on this 
investment.

A significant portion of the Partnership's investment portfolio consists of 
common stocks, and in one case warrants to purchase common stock, in publicly 
traded companies.  These investments are directly exposed to equity price 
risk, in that a percentage change in the prices of these equities would result 
in a similar percentage change in the fair value of the Partnership's 
investment in those securities.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

For the Index to Financial Statements; see "Index to Financial Statements" on 
page F-1.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE.

None.

                                     PART  III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

(1)   Background and Experience of Director and Officers of Renaissance Group.
Renaissance Group served as Managing General Partner of the Partnership 
through September 30, 1998. The following table sets forth certain information 
regarding the directors and officers of Renaissance Group.

<TABLE>
Name:                 Position:
<S>                    <C>
Russell Cleveland     Chairman, President, Chief Executive Officer, and
                      Director  
Barbe Butschek        Senior Vice President, Treasurer and Secretary  
Robert C. Pearson     Senior Vice President - Corporate Finance  
Mardon M. Navalta     Vice President - Corporate Finance  
John A. Schmit        Vice President - Portfolio Monitoring
</TABLE>

Russell Cleveland, age 60, is the principal founder and the majority 
shareholder of Renaissance Group.  He is a Chartered Financial Analyst with 
over thirty years experience as a specialistin investments for smaller 
capitalization companies.  Mr. Cleveland currently serves as a director of 
Greiner Engineering, Inc. (NYSE), a former portfolio investment of a prior 
Renaissance Group investment partnership.  A graduate of the Wharton School of 
Business, Russell Cleveland has served as President of the Dallas Association 
of Investment Analysts.  Mr. Cleveland also serves on the board of Directors 
of the following companies:  Biopharmaceutics, Inc., Global Environmental, 
Inc., International Movie Group, Inc. and Tutogen Medical, Inc.    

Barbe Butschek, age 44, has been associated with Renaissance Group and its 
predecessor companies since 1977. As Senior Vice President, Secretary and 
Treasurer, she has been responsible for office management, accounting 
management and records management of the series of investor limited 
partnerships.  Ms. Butschek supervises investor records and information with 
respect to Renaissance Group and its funds.  She also prepares and maintains 
investor tax and information reports.  Barbe Butschek serves as Secretary for 
the Partnership and Renaissance Capital Partners, Ltd. and as Secretary and 
Treasurer of Renaissance Capital Growth & Income Fund III, Inc.  She also 
serves as Secretary of RenCap Securities, Inc., a wholly-owned subsidiary of 
Renaissance Group and registered Broker-Dealer.    

Robert C. Pearson, age 63, joined Renaissance Capital in April 1997.  Mr. 
Pearson brings over thirty years of experience to Renaissance Capital's 
corporate finance function. From May 1994 to May 1997, Mr. Pearson was an 
independent financial management consultant.  From May 1990 to May 1994, he 
served as Chief Financial Officer and Executive Vice President of Thomas 
Group, Inc., a management consulting firm, where he was instrumental in moving 
a small privately held company from a start-up to a public company with over 
$40 million in revenues.  Prior to 1990, Mr. Pearson was responsible for all 
administrative activities for the Superconducting Super Collider Laboratory.  
In addition, from 1960 to 1985, Mr. Pearson served in a variety of positions 
at Texas Instruments in financial planning and analysis, holding such 
positions as Vice President-Controller and Vice President-Finance.  Mr. 
Pearson holds a BS in Business from the University of Maryland and was a W.A. 
Paton scholar with an MBA from the University of Michigan.    

Mardon M. Navalta, age 38, joined Renaissance Group in June 1993.  His 
responsibilities include investment research and due diligence analysis on 
prospective new investments.  Mr. Navalta's prior experience includes 
employment with Dallas Research & Trading, Inc. from 1991 to 1993, where he 
served as a registered representative and analyst managing clients' 
investments.  Before 1991, he spent five years as an analyst for Dallas 
Securities Investment Corporation, where he specialized in research, 
quantitative analysis and due diligence investigations.  He also serves as 
President and Principal of RenCap Securities, Inc.  Mr. Navalta holds a degree 
in Finance from North Texas State University.    

John A. Schmit, age 31, joined Renaissance Capital initially as an independent 
contractor in May 1997 and, in October 1997, he was appointed as Vice 
President - Portfolio Monitoring. Prior to joining Renaissance Capital, Mr. 
Schmit worked as an independent contractor handling investments and monitoring 
investment portfolios from February 1996 to May 1997.  From October 1994 to 
February 1996, he attended The Georgetown University Law Center and, from 
September 1992 to September 1994, he practiced law at the law firm of Gibson, 
Ochsner & Adkins.  He holds a BBA in Finance from Texas Christian University, 
a JD from the University of Oklahoma College of Law and an LLM in 
International and Comparative Law from The Georgetown University Law Center.

(2)   INFORMATION REGARDING LIQUIDATION TRUSTEE
Thomas W. Pauken, age 55, has experience both as a corporate executive officer 
and as the head of an independent federal agency.  Professionally qualified as 
an attorney, he currently is the President of TWP, Inc.  From 1985 to 1991, 
Mr. Pauken was Vice President and Corporate Counsel of Garvon, Inc., a Dallas-
based venture capital company.  Mr. Pauken served on President Reagan's 
transition team and on the White House legal counsel's staff.  Later, he was 
appointed by President Reagan as Director of ACTION, an independent federal 
agency that encourages volunteerism, where he served from 1981 to 1985.  He 
also served as a White House staff assistant and as Associate Director of the 
White House Fellowship program from 1970 to 1971.  Mr. Pauken served from 1986 
to 1991 as Director of 50-off Stores, Inc.  He became a member of the Board of 
Tutogen Medical, Inc. in January 1999.  He holds a BA in political science 
from Georgetown University and a JD degree from Southern Methodist University 
School of Law. 

(3)  INFORMATION REGARDING GENERAL PARTNERS
Mr. Ernest C. Hill and Mr. Thomas W. Pauken served as the Independent General 
Partners of the Partnership until September 30, 1998 when Mr. Hill resigned 
and Mr. Pauken agreed to become the Trustee of the Partnership. Under the 
provisions of the 1940 Act, a majority of the general partners of the 
Partnership must be "disinterested" or "non-affiliated" general partners.  
Generally, any party that is involved in the daily activities of the 
Partnership's business, including the Managing General Partner, as well as its 
officers, directors and other affiliated persons, any investment adviser, any 
accountant for the Partnership and any legal adviser, is considered an 
"interested" party.  The Independent General Partners provided overall 
guidance and supervision with respect to the operations of the Partnership and 
perform various duties imposed on them under the 1940 Act. Renaissance Group 
was the Managing General Partner of the Partnership and also served as the 
investment adviser to the Partnership until September 30, 1998, pursuant to 
the Investment Advisory Agreement effective May 30, 1990, as subsequently 
amended and restated, between the Partnership and Renaissance Group (the 
"Advisory Agreement").  Renaissance Group is a registered investment adviser 
under the Investment Advisers Act of 1940, as amended, and is subject to the 
reporting and other requirements thereof.  As Managing General Partner, 
Renaissance Group managed the day-to-day business and operations of the 
Partnership until September 30, 1998.  The Partnership has no officers or 
directors.  Renaissance Group and its officers and employees devoted such time 
to the Partnership's business as was necessary for the conduct of the 
Partnership's operations.    Since October 1, 1998, the Trustee has managed 
the day-to-day business and operations of the Partnership.

Neither Renaissance Group nor its affiliates are prohibited from engaging in 
activities outside the Partnership's business.  Renaissance Group serves as 
Managing General Partner and Investment Advisor for Renaissance Capital 
Partners, Ltd. ("Renaissance I"), a business development company with goals 
and operations comparable to those of the Partnership.  Renaissance Group also 
serves as investment advisor to Renaissance Capital Growth & Income Fund III, 
Inc. ("Renaissance III"), a closed-end business development company listed on 
the Nasdaq National Market with goals and operations comparable to those of 
the Partnership.  Renaissance Group is also the Manager of Renaissance U.S. 
Growth and Income Trust, PLC, an investment trust listed on the London Stock 
Exchange, which invests primarily in privately placed convertible debentures 
in U.S. public corporations. 

Background And Experience Of  Independent General Partners   
Mr. Ernest C. Hill, age 59, has a broad background in convertible securities 
analysis with major NYSE brokerage firms and institutional investors.  He 
specializes in computer-aided investment analysis and administrative 
procedures. Mr. Hill was awarded a Ford Fellowship to Stanford School of 
Business where he received an MBA, with honors, in Investment and Finance.  
Mr. Hill's prior experience includes service as Assistant Professor of 
Finance, Southern Methodist University, and Associate Director of the 
Southwestern Graduate School of Banking.   

Biographical information regarding Mr. Pauken appears above under the caption 
"Information Regarding Liquidation Trustee".


ITEM 11.  EXECUTIVE COMPENSATION

Pursuant to the Advisory Agreement, Renaissance Group was entitled to receive 
a quarterly management fee of 0.5% of Partnership assets and an annual 
incentive fee equal to 20% of the Partnership's net realized capital gains 
after allowance for unrealized depreciation and after the Limited Partners 
have received a 10% annual return on their capital contributions (less 
brokerage fees and commissions incurred by the Partnership on behalf of such 
Limited Partner or Limited Partners).  In addition, the Partnership was 
obligated to pay any direct costs, such as fees of any legal, accounting or 
other professional advisors, and any travel, phone and other allocated 
expenses incurred on behalf of the Partnership.  Neither the management fee 
nor the incentive fee can be increased except with the affirmative vote of the 
holders of a majority of the outstanding Units.  Renaissance Group agreed to 
reduce its fees, if and to the extent necessary on a yearly basis, to limit 
the total annual expense of the Partnership to an amount not greater than 
2.75% of assets.      

Renaissance Group withdrew as Managing General Partner of the Partnership as 
of September 30, 1998, and no longer serves as Investment Advisor to the 
Partnership.  From January 1, 1998 to September 30, 1998, the Partnership paid 
Renaissance Group $251,199 in management fees charged to the Partnership by 
Renaissance Group for the first nine months of 1998.

During the first nine months of 1998, the Independent General Partners, Ernest 
C. Hill and Thomas W. Pauken, were compensated for their services pursuant to 
the Partnership Agreement in an amount of $24,641 each.  Those payments ceased 
as of October 31, 1998.  Thereafter, the Trustee was entitled to be 
compensated at an amount of $6,000 per month for a total of $18,000 for his 
services through December 31, 1998.  The Trustee also is entitled to full 
reimbursement of all reasonable expenses relative to his service on behalf of 
the Partnership; and he may be entitled to additional compensation for his 
services subject to the improvement in the value of the assets of the 
Partnership during the liquidation period.  Mr. Pauken is a director of 
Tutogen Medical, Inc. and, in that capacity, he is compensated by Tutogen 
along with other directors through the payment of director's fees and the 
grant of stock options.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

As of December 31, 1998, Renaissance Group and Thomas W. Pauken, Trustee, did 
not own any Units of the Partnership.  The following table sets forth 
information concerning the number of Units of the Partnership beneficially 
owned as of December 31, 1998, by (i) the persons who, to the knowledge of the 
Trustee, beneficially owned more than 5% of the outstanding Units, (ii) each 
director or executive officer of Renaissance Group, and (iii) the directors 
and executive officers as a group:
<TABLE>
Name and Address of     Units Beneficially         Percent of Total Units
  Beneficial Owner           Owned                       Outstanding
________________________________________________________________________
<S>                            <C>                          <C>
HEB Investment and           3,160                          7.34% 
Retirement Plan Trust 
P.O. Box 839999    
San Antonio, Texas 78212   

Russell Cleveland	             153                            *
8080 N. Central Expressway 
Dallas, Texas 75206       

Barbe Butschek                  0                             *
8080 N. Central Expressway 
Dallas, Texas 75206       

Robert C. Pearson	              0                             *
8080 N. Central Expressway 
Dallas, Texas 75206       

Mardon M. Navalta               0                             *
8080 N. Central Expressway 
Dallas, Texas 75206           

John A. Schmit                  0                             *
8080 N. Central Expressway 
Dallas, Texas 75206 

*All directors and 
executive officers             153     
as a group (5 persons).

Thomas W. Pauken               0                              *
Liquidation Trustee
10751 Mapleridge Dr. 
Dallas, Texas 75238       
<FN>
* Less than 1%.     To the Trustee's knowledge, no other person beneficially 
owned 5% or more of the outstanding Units.
</FN>
</TABLE>

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to the Advisory Agreement, Renaissance Group served as managing 
general partner and as investment adviser to the Partnership, subject to the 
supervision of the Independent General Partners until September 30, 1998.  
Services provided to the Partnership included the valuation of assets of the 
Partnership, upon which the management fee paid to Renaissance Group is based 
in part.  Renaissance Group believes that the valuations of portfolio 
securities were performed in accordance with generally accepted accounting 
principles and financial reporting policies of the Securities and Exchange 
Commission.

Renaissance Group also provided services to Portfolio Companies from time to 
time, pursuant to the Advisory Agreement.  Generally, the management fees 
received by Renaissance Group for services to a Portfolio Company were paid to 
the account of the Partnership, however, occasionally Renaissance Group 
provided unusual services for a Portfolio Company that are unrelated to and 
not required under the terms of the investment by the Partnership in such 
Portfolio Company.  Fees for such services were paid directly to Renaissance 
Group, subject to the limitations and requirements imposed by the 1940 Act.

Renaissance Group has formed, and may form in the future, other investment 
funds to make investments in companies similar to those in which the 
Partnership invests, including Renaissance Capital Partners, Ltd., a limited 
partnership, Renaissance Capital Growth & Income Fund III, Inc., a business 
development company, and Renaissance U.S. Growth & Income Trust PLC, a public 
limited company registered in England and Wales whose shares are listed on the 
London Stock Exchange.  Renaissance Group, and certain of its affiliates and 
subsidiaries, also provide investment advisory services, management consulting 
services and investment banking services to these entities.

                                      PART IV

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

Documents filed as part of this Form 10-K

Financial Statements:
The financial statements filed as part of this report are listed in "Index to 
Financial Statements" on page F-1 hereof.

Financial Statement Schedules:
Not applicable.

Reports on Form 8-K:
Registrant did not file a report on Form 8-K during the fourth quarter of 
1998.

Exhibits:
A.  Liquidation Trustee Agreement - Agreement for Engaging the Services of 
Thomas W. Pauken as Liquidation Trustee of Renaissance Capital Partners II, 
Ltd. (1)

B.  Renaissance Capital Partners II, Ltd. Amended and Restated Agreement and 
Articles of Limited Partnership dated as of September 30, 1991.  (2)

C.   Investment Advisory Agreement as of May 30, 1990, as amended and restated 
on September 30, 1991 and March 7, 1994.   (2) (3)

_________________
(1)  Incorporated by reference from Exhibit 6.1 to Form 10-Q for quarterly 
period ended September 30, 1998.

(2)  Incorporated by reference from Form N-2 as filed with the Securities and 
Exchange Commission on October 21, 1991 (Registration No. 33-38593).

(3) Incorporated by reference from Registrant's 1998 proxy filed with the 
Securities and Exchange Commission on or around April 20, 1998.



                                    SIGNATURES

Pursuant to the requirements of Section 13 of 15(d) of the Securities Exchange 
Act of 1934, the Registrant had duly caused this report to be signed on its 
behalf by the undersigned, there unto duly authorized.

Date:  April 14, 1999

                                   RENAISSANCE CAPITAL PARTNERS II, LTD.
                                           (Registrant)


                                    By:  __________/s/_______________
                                         Thomas W. Pauken
                                         Liquidation Trustee

<PAGE>
                         INDEX TO FINANCIAL STATEMENTS

                                                                 Page

Independent Auditor's Report                                      F-2

Statements of Assets, Liabilities
and Partners' Equity December 31, 1998 and 1997                   F-3

Statements of Investments -
December 31, 1998 and 1997                                   F-4 through F-7

Statements of Operations -
Years ended December 31, 1998, 1997 and 1996                      F-8

Statements of Partners' Equity -
Years ended December 31, 1998, 1997 and 1996                      F-9

Statements of Cash Flows -
Years ended December 31, 1998, 1997 and 1996                      F-10

Notes to Financial Statements                               F-11 through F-16


<PAGE>
                             Independent Auditors' Report


The Partners
Renaissance Capital Partners II, Ltd.:

We have audited the accompanying statements of assets, liabilities and 
partners' equity of Renaissance Capital Partners II, Ltd. (a Texas Limited 
Partnership), including the statements of investments, as of December 31, 1998 
and 1997, and the related statements of operations, partners' equity, and cash 
flows for each of the years in the three-year period ended December 31, 1998.  
These financial statements are the responsibility of the Partnership's 
management.  Our responsibility is to express an opinion on these financial 
statements based on our audits.

We conducted our audits in accordance with 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.  Our 
procedures included verification and confirmation of investments owned as of 
December 31, 1998 and 1997, by examination of securities held in safekeeping 
for the Partnership and correspondence with the custodian.  An audit also 
includes assessing the accounting principles used and significant estimates 
made by management, as well as evaluating the overall financial statement 
presentation.  We believe that our audits provide a reasonable basis for our 
opinion.

In our opinion, the financial statements referred to above present fairly, in 
all material respects, the financial position of Renaissance Capital Partners 
II, Ltd. as of December 31, 1998 and 1997, and the results of its operations 
and its cash flows for each of the years in the three-year period ended 
December 31, 1998, in conformity with generally accepted accounting 
principles.


                                                         KPMG LLP


Dallas, Texas
February 12, 1999

<PAGE>
<TABLE>

               STATEMENTS OF ASSETS, LIABILITIES, AND PARTNER'S EQUITY
                            DECEMBER 31, 1998 AND 1997
<S>                                                  <C>              <C>
Assets                                              1998             1997
                                                 ___________      ___________

Cash and cash equivalents                        $ 1,239,015          755,755
Short term investments                                     -          992,400
Investments at fair value, cost of $21,607,598 
 in 1998 and $22,780,273 in 1997 (note 4)           6,568,982       12,829,070
Interest receivable                                  103,022           54,140
Other assets                                           6,396               -
                                                 ___________      ___________

                                                 $ 7,917,415       14,631,365

                                                 ===========      ===========


Liabilities and Partners' Equity

Liabilities:
  Accounts payable                                  $ 41,587           23,943
  Accounts payable - affiliate (note 3)               37,596          120,554
                                                 ___________      ___________

      Total liabilities                               79,183          144,497
                                                 ___________      ___________

Partners' equity (note 5):
  General partner                                          -        (197,969)
  Limited partners (outstanding units of 
   43,254.01 in 1998 and                           7,838,232       14,684,837
   43,304.01 in 1997)                   
                                                 ___________      ___________

  Total partners' equity                           7,838,232       14,486,868

Commitments and contingencies (notes 3 and 4)
                                                 ___________      ___________

                                                 $ 7,917,415       14,631,365

                                                 ===========      ===========
Limited partners' equity per limited 
partnership unit                                       $ 181              339 

                                                 ===========      ===========
</TABLE>
See accompanying notes to financial statements.
<PAGE>

                            STATEMENTS OF INVESTMENTS
                            DECEMBER 31, 1998 AND 1997

<TABLE>
                                                    1998
                                 _________________________________________

                                 Interest     Due                     Fair
                                   Rate      date       Cost         Value
                                 _________________________________________
<S>                                 <C>       <C>       <C>          <C>
Eligible Portfolio Investments -
  Convertible Debentures and
  Notes Receivable (2)

Coded Communications, Corporation -
  digital data transmission
  equipment manufacturers:
    Note receivable (1)           6.00 %   03/01/99  $ 311,060      311,060

Consolidated Health Care
  Associates, Inc. - physical 
  therapy rehabilitation 
  centers: (1)
    Notes receivable           8.00-15.00   Varies   1,182,938      105,736

Protech, Inc. - 
  telecommunications:
   Convertible debenture (1)     10.00     09/30/99     67,500           -

Tricom Corporation - 
  telecommunications network 
  construction:
    Promissory note (1)           -        12/31/99     50,000           -

Tutogen Medical, Inc. 
  (formerly Biodynamics 
  International, Inc.) - 
  specialty surgical products:
    Convertible debentures (1)    9.00     11/11/02  2,574,081    5,326,743
                                                     _________    _________

                                                     4,185,579    5,743,539
                                                     _________    _________
</TABLE>
<PAGE>

                            STATEMENTS OF INVESTMENTS
                            DECEMBER 31, 1998 AND 1997
<TABLE>
                                                         1998
                                    _________________________________________

                                                                       Fair
                                             Shares         Cost       Value
                                    _________________________________________
<S>                                            <C>          <C>          <C>
Eligible Portfolio Investments -
  Common and Preferred Stock and
  Warrants (2)

Coded Communications, Corporation - 
  digital data transmission 
  equipment 
    Series A convertible preferred            4,445      $ 410,343         -
    Series B convertible preferred           46,775      4,244,245         -
    Common                                1,014,585        517,025         -
Consolidated Health Care Associates,
  Inc. - physical therapy 
  Rehabilitation centers: (1)
    Series A preferred                    1,195,984      1,195,984         -
    Series B preferred                      500,000        500,000         -
    Common	                              5,000,000      2,500,000         -
Total Choice, Inc. - premium incentive
  fulfillment company:
    Preferred                                 3,000        300,000         -
    Common                                      500        700,000         -
Tricom Corp. - 
  Telecommunications
  network construction:
    Common                                1,093,955      2,203,600         -
Tutogen Medical, Inc.
  (formerly Biodynamics International, Inc.) -
  specialty surgical products: 
    Common                                  695,110      4,850,822    825,443
    Warrants to purchase 547,560 shares
     of Tutogen Medical, Inc.               547,560             -          -
    Warrants to purchase 806,396 shares
     of Tutogen Medical, Inc.               806,396             -          -
    Warrants to purchase 400,000 shares
     of Tutogen Medical, Inc.               400,000             -          -
                                                       __________ __________

                                                       17,422,019    825,443
                                                       __________ __________

                                                     $ 21,607,598  6,568,982

                                                       ========== ==========
<FN>
(1) Interest or dividend payments under the terms of the convertible 
debenture, note receivable or preferred stock were delinquent as of December 
31, 1998.

(2) Valued fair value as determined by the Trustee (note 4).
</FN>
</TABLE>
<PAGE>

                          STATEMENTS OF INVESTMENTS
                         DECEMBER 31, 1998 AND 1997

<TABLE>
                                                    1997
                                 _________________________________________

                                 Interest     Due                     Fair
                                   Rate      date       Cost         Value
                                 _________________________________________
<S>                                <C>       <C>         <C>          <C>
Eligible Portfolio Investments -
  Convertible Debentures and
  Notes Receivable (2)

Biodynamics International, Inc. -
  specialty surgical products:
    Convertible debentures	     9.00 %  11/11/02  $ 2,074,081  5,135,547

Coded Communications, Corporation -	
  digital data transmission 
  equipment manufacturers:
    Note receivable                6.00    03/01/99      311,060    311,060

Consolidated Health Care
  Associates, Inc. - physical 
  therapy rehabilitation 
  centers: (1)
    Notes receivable               8.00    Varies      1,096,553  1,096,553

Scientific Software, Inc. - software
  and pipeline monitoring: (1)
    Note receivable                7.00    04/30/01    1,500,000  1,000,000

Protech, Inc. - 
  telecommunications:
    Convertible debenture: (1)    10.00    09/30/99       67,500         -
                                                       _________  _________

                                                       5,049,194  7,543,160

                                                       _________  _________
</TABLE>
<PAGE>

                            STATEMENTS OF INVESTMENTS
                            DECEMBER 31, 1998 AND 1997
<TABLE>
                                                        1997
                                    _________________________________________

                                                                       Fair
                                             Shares         Cost       Value
                                    _________________________________________
<S>                                          <C>             <C>         <C>
Eligible Portfolio Investments -
  Common and Preferred Stock and
  Warrants (2)

Biodynamics International, Inc. -
  specialty surgical products: 
    Common                                 547,560     $ 4,654,272    643,383
    Warrants to purchase 547,560 shares
    of Biodynamics International, Inc.     547,560              -           -
    Warrants to purchase 806,396 
    of Biodynamics International, Inc.     806,396              -           -
Coded Communications, Corporation - 
  digital data transmission equipment 
  manufacturers:
    Series A convertible preferred           4,445         410,343    289,949
    Series B convertible preferred          46,775       4,244,245  2,998,991
    Common                               1,014,585         517,025          -
Consolidated Health Care Associates,
  Inc. - physical therapy 
  Rehabilitation centers: (1)	
    Series A preferred                   1,195,984       1,195,984          -
    Series B preferred                     500,000         500,000          -
    Common                               5,159,000       2,500,000          -
Scientific Software, Inc. - 
  Software and pipeline monitoring:
    Common                                 397,218         305,610     49,652
Total Choice, Inc. - premium 
  Incentive fulfillment company:
    Preferred                                3,000         300,000    300,000
    Common                                     500         700,000    503,935
Tricom Corp. - telecommunications
  network construction: (1)
    Series A convertible preferred          21,536       2,153,600    500,000
    Common                                 555,555         250,000          -
                                                        __________ __________

                                                        17,731,079  5,285,910
                                                        __________ __________

                                                      $ 22,780,273 12,829,070

                                                        ========== ==========
<FN>
(1) Interest or dividend payments under the terms of the convertible 
debenture, note receivable or preferred stock were delinquent as of December 
31, 1997.
(2) Valued at fair value as determined by the General Partners (note 4). 
</FN>
</TABLE>
See accompanying notes to financial statements.
<PAGE>

                            STATEMENTS OF OPERATIONS
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
                                               1998         1997        1996
                                           __________   _________   _________
<S>                                            <C>         <C>          <C>
Income:
  Interest                                 $ 354,888      745,190     902,771
  Dividends                                   16,217       49,690      34,983
  Commitment, closing and management fees      6,102           -       18,000
                                           __________   _________   _________

                                             377,207      794,880     955,754
                                           __________   _________   _________
Expenses (note 3):
  General and administrative                 349,953      309,042     391,163
  Management fees                            251,199      411,179     559,571
                                           __________   _________   _________

                                             601,152      720,221     950,734
                                           __________   _________   _________

                 Operating (loss) income   (223,945)       74,659       5,020
                                           __________   _________   _________

Investment loss:
  Net unrealized appreciation
   (depreciation) on 
   investments (note 4)                  (5,087,413) (10,630,309)   1,049,091
  Net realized loss on investments         (310,834)    (550,959) (4,054,232)
                                          __________   _________   _________

                Investment loss          (5,398,247) (11,181,268) (3,005,141)
                                          __________   _________   _________

                Net loss                $(5,622,192) (11,106,609) (3,000,121)

                                          ==========   =========   =========

Limited Partners' share of net loss
  $(129.94), $(253.01) and $(68.38)
  per unit for 1998, 1997 and
  1996, respectively                   $ (5,622,192) (10,964,650) (2,970,120)
General Partner's share of net loss               -     (141,959)    (30,001)
                                          __________   _________   _________

                Net loss               $ (5,622,192) (11,106,609) (3,000,121)

                                          ==========   =========   =========
</TABLE>
See accompanying notes to financial statements.
<PAGE>

                            STATEMENTS OF PARTNERS' EQUITY
                  YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996

<TABLE>
General      Limited
                                          Partner      Partner        Total
                                         __________   __________   __________
<S>                                         <C>         <C>             <C>
Balance, December 31, 1995              $  (26,009)   29,698,973   29,672,964

  Net loss                                 (30,001)  (2,970,120)  (3,000,121)
                                         __________   __________   __________
Balance, December 31, 1996                 (56,010)   26,728,853   26,672,843
 
  Redemption of 130 limited partnership 
    units                                        -      (79,366)     (79,366)

  Net loss                                (141,959) (10,964,650) (11,106,609)

  Distributions (note 5)                        -    (1,000,000)  (1,000,000)
                                         __________   __________   __________
Balance, December 31, 1997                (197,969)   14,684,837   14,486,868

  Redemption of 50 limited partnership 
     units                                       -      (26,444)     (26,444)

  Net loss                                       -   (5,622,192)  (5,622,192)

  Distributions (note 5)                         -   (1,000,000)  (1,000,000)

  Dissolution adjustment (note 5)          197,969     (197,969)           -
                                         __________   __________   __________

Balance, December 31, 1998             $         -     7,838,232    7,838,232

                                         ==========   ==========   ==========
</TABLE>
See accompanying notes to financial statements.
<PAGE>

                            STATEMENTS OF Cash Flows
                        YEARS ENDED 1998, 1997 AND 1996
<TABLE>
                                        1998          1997           1996
                                   ___________   ____________   ____________
<S>                                     <C>          <C>              <C>
Cash flows from operating activities:

  Net loss                         $(5,622,192)   (11,106,609)    (3,000,121)
  Adjustments to reconcile net 
   loss to net cash used in
   operating activities:
     Net unrealized (appreciation)
     depreciation on investments      5,087,413     10,630,309    (1,049,091)
     Net realized loss on investments   310,834        550,959      4,054,232
     (Increase) decrease in other 
       assets                           (6,396)        103,252        197,538
     Increase in interest receivable  (176,793)      (550,599)      (351,538)
     Increase (decrease) in 
       accounts payable                  17,644       (33,274)         57,217
     Decrease in accounts payable - 
       Affiliate                       (82,958)       (82,808)       (16,127)
                                    ___________   ____________   ____________
Net cash used in operating 
  activities                          (472,448)      (488,770)      (107,890)
                                    ___________   ____________   ____________

Cash flows from investing activities:

  Purchase of investments             (718,386)    (3,131,000)      (605,543)
  Proceeds from sale of investments   1,708,138      3,773,121      2,267,284
  Repayment of principal on 
    investments                              -           1,000        651,541
  Investments in short term 
    investments, net                    992,400      (992,400)             -
                                    ___________   ____________   ____________
    Net cash provided by (used in)
       investing activities           1,982,152      (349,279)      2,313,282
                                    ___________   ____________   ____________

Cash flows from financing activities:

Redemption of limited 
    partnership units                  (26,444)       (79,366)             -
  Distributions to limited partners (1,000,000)    (1,000,000)          (138)
                                    ___________   ____________   ____________
       Net cash used in financing 
         Activities                 (1,026,444)    (1,079,366)          (138)
                                    ___________   ____________   ____________

Net increase (decrease) in cash and 
  cash equivalents                     483,260     (1,917,415)      2,205,254
Cash and cash equivalents at 
 beginning of the year                 755,755       2,673,170        467,916
                                    ___________   ____________   ____________
Cash and cash equivalents at 
  end of the year                 $  1,239,015         755,755      2,673,170
                                    ===========   ============   ============
</TABLE>

Noncash investing transactions:
  During 1998, 1997, and 1996, $127,911, $610,616, and $932,746, respectively, 
of interest receivable was to convertible debentures, notes receivable or 
common stock.

  During 1996, the Partnership received 8,333 shares of StarComm Products, 
Inc. common stock (value of $30,000) as settlement of foreclosed assets 
(included in other assets) with a book value of $66,068.The Partnership 
realized a loss of $35,477, net of transaction costs in the accompanying 
financial statements on such settlement.

  During 1996, the Partnership wrote off its investment in Prism Group, 
Inc.The Partnership acquired $200,000 of foreclosed assets in settlement.

  The 1995 fourth quarter partnership distributions of $138 were accrued as of 
December 31, 1995.

See accompanying notes to financial statements.

<PAGE>
                            NOTES TO FINANCIAL STATEMENTS

(1)  Organization and Business Purpose

Renaissance Capital Partners II, Ltd. (the "Partnership"), a Texas 
limited partnership, was formed in 1991.  The Partnership offered to sell 
units of limited partners' interest ("Units") in the Partnership.  Net 
contributions of $39,064,847 from sale of Units had been received upon 
final closing of the Partnership on March 31, 1993.  The Partnership 
seeks to achieve current income and capital appreciation potential by 
investing primarily in private placement convertible debt investments of 
small and medium size companies which are in need of capital and which 
the Managing General Partner believes offer the opportunity for growth.  
The Partnership has elected to be treated as a business development 
company under the Investment Company Act of 1940, ("1940 Act"), as 
amended.  

On October 1, 1998 the Managing General Partner and the Independent 
General Partners agreed to commence liquidation of the Partnership.  The 
Managing General Partner withdrew from the Partnership and the 
Partnership appointed an independent general partner as Liquidation 
Trustee (the "Trustee").  The Trustee, pursuant to a Liquidation Trustee 
Agreement, assumed all responsibilities and has the authority of the 
Managing General Partner.  The Partnership will terminate upon 
liquidation of all of its investments which is anticipated to occur by 
April 2000.


(2)  Summary of Significant Accounting Policies

(a)  Valuation of Investments

Portfolio investments are stated at quoted market or fair value as 
determined by the Trustee in 1998 and by the Managing General Partner 
and approved by the Independent General Partners, in 1997 and 1996 
(note 4).  Most securities held by the Partnership are unregistered 
and their value does not necessarily represent the amounts that may 
be realized from their immediate sale or disposition.

(b)  Statements of Cash Flows

The Partnership considers all highly liquid debt instruments with 
original maturities of three months or less to be cash equivalents. 

(c)  Net Income (Loss) per Limited Partnership Unit

Net income (loss) per limited partnership unit is based on the 
weighted average number of limited partnership Units outstanding 
during the year.  The weighted average limited partnership Units 
outstanding were 43,266.5 during 1998, 43,336.5 during 1997, and 
43,434.01 during 1996.

(d)  Federal Income Taxes

In accordance with Federal income tax regulations, no income taxes 
are levied in a partnership, but rather on the individual partners.  
Consequently, no Federal income taxes have been reflected in the 
accompanying financial statements.

(e)  Short Term Investments

Short term investments represents a government agency security with a 
maturity of less than one year.  Such investment was valued at quoted 
market value which approximates amortized cost.

(f)  Commitment, Closing and Management Fees

Commitment, closing and management fees represent amounts charged to 
Eligible Portfolio Companies for commitments to fund additional 
amounts under convertible debenture agreements, closing of 
convertible debenture agreements and management services provided by 
the Managing General Partner to Eligible Portfolio Companies.  Such 
fees are recognized as income based on the terms of the underlying 
convertible debenture agreements and management agreements.

(g)  Management Estimates

Management of the Partnership has made a number of estimates and 
assumptions relating to the reporting of assets and liabilities and 
the disclosure of contingent assets and liabilities to prepare these 
financial settlements in conformity with generally accepted 
accounting principles.  Actual results could differ from these 
estimates.


(3)  Management and Organization Fees

Renaissance Capital Group, Inc. (the "Managing General Partner"), served 
as the investment adviser for the Partnership.  The Managing General 
Partner is registered as an investment adviser under the Investment 
Advisers Act of 1940.  Pursuant to an Investment Advisory Agreement, the 
Managing General Partner performed certain services, including certain 
management, investment advisory and administrative services necessary for 
the operation of the Partnership.  In addition, under this agreement, the 
Managing General Partner was reimbursed by the Partnership for certain 
administrative expenses.  A summary of fees and reimbursements paid by 
the Partnership under the Investment Advisory Agreement and the original 
offering document are as follows:

*  The Managing General Partner received a fee equal to one-half of one 
percent (0.5%) of the Net Assets after the initial closing date of the 
Partnership and was entitled to receive quarterly fees thereafter 
equal to 0.5% of Net Assets, as defined in the Partnership Agreement.  
The Partnership incurred, during the years ended December 31, 1998, 
1997, and 1996, $251,199, $411,179 and $559,571, respectively, for 
such management fees.  For the years ended December 31, 1998, 1997, 
and 1996, the Managing General Partner elected to calculate the 
quarterly fee based on the lesser of contributed capital or Net 
Assets.  If the Managing General Partner had elected to calculate the 
quarterly fee solely based on Net Assets, the fee would have been 
approximately $153,000 greater than the cumulative fee charged.  

*  The Managing General Partner was reimbursed by the Partnership for 
administrative expenses incurred by the Managing General Partner on 
behalf of the Partnership.  Such reimbursements were $99,055, $90,476, 
and $176,256 for the years ended December 31, 1998, 1997, and 1996, 
respectively, and are included in general and administrative expenses 
in the accompanying statements of operations.

Each of the Independent General Partners received a quarterly fee of $.24 
per unit for the first 25,000 units and $.12 per unit for all units in 
excess of 25,000 and reimbursement of expenses incurred on behalf of the 
Partnership.  Such amounts totaled $49,283 in 1998 and $65,710 in 1997 
and 1996 and are included in general and administrative expenses in the 
accompanying statements of operations.

The Trustee receives a monthly fee of $6,000 for services performed in 
connection with the liquidation of the Partnership.  Such fees totaled 
$18,000 in 1998 and are included in general and administrative expenses 
in the accompanying statements of operations.  Additionally, the Trustee 
receives $4,000 monthly as reimbursement for administrative personnel.  
All other expenses incurred by the Trustee shall be charged to the 
Partnership as they occur.


(4)  Investments

The Partnership invests in convertible debentures and other securities of 
companies that qualify as Eligible Portfolio Companies as defined in 
Section 2(a)(46) of the 1940 Act or in securities that otherwise qualify 
for investment as permitted in Section 55(a)(1) through (5) of the 1940 
Act.  Under the provisions of the 1940 Act, as a business development 
company, at least 70% of the Partnership's funds, as defined under the 
1940 Act, must be invested in Eligible Portfolio Companies.  Investments 
of the Partnership are carried in the statements of assets, liabilities, 
and partners' equity at quoted market or fair value, as determined in 
good faith by the Trustee at December 31, 1998 and the Managing General 
Partner and approved by the Independent General Partners at December 31, 
1997.

The debentures and preferred stock held by the Partnership are 
convertible, at any time, into the common stock of the issuer at a set 
conversion price.  The common stock acquired upon exercise of the 
conversion feature is generally unregistered and is thinly to moderately 
traded, but is not otherwise restricted.  The Partnership generally may 
register and sell such securities at any time with the Partnership paying 
the costs of registration.  Interest is generally payable monthly, and 
all debentures have sinking fund provisions beginning three to four years 
from issue date.  The debentures generally have call options, usually 
commencing three years subsequent to issuance, at prices specified in the 
debenture agreements.

The Partnership Agreement and the original offering document specify that 
securities held by the Partnership shall be valued as follows:

*  The Managing General Partner will, on a quarterly basis, prepare a 
valuation of the Partnership assets, including the investment 
portfolio and any other investments.

*  For securities that are publicly traded and for which quotations are 
available, the Partnership will value the investments based on the 
closing sale as of the last day of the fiscal quarter, or in the event 
of an interim valuation, as of the date of the valuation.  If no sale 
is reported on such date, the securities will be valued at the average 
of the closing bid and asked prices.

*  Initially the investments will be primarily in nonpublicly-traded 
convertible debentures, and in other instances the Partnership will 
hold restricted securities.  Therefore, market quotations will not 
always be available for investment valuation.  In such cases, the 
securities will be valued by the Managing General Partner at estimated 
fair value pursuant to the following standards:

   Generally, debt securities will be valued at their face value.  
However, if the debt is impaired, an appropriate valuation reserve 
will be established or the investment discounted to estimated 
realizable value.  For securities that are in a class of publicly 
traded securities that are restricted from free trading (such as Rule 
144 securities), valuation will be established by appropriately 
discounting the closing sales or bid price to reflect the illiquidity 
caused by such restriction.

   Conversely, if the underlying stock has appreciated in value and the 
conversion feature justifies a premium value, such premium will of 
necessity be recognized.  Further, if the known market value of a 
stock holding indicates that an appreciated value may be realized on 
sale of a restricted stock, such investment may be valued at such 
appreciated value regardless of the fact that certain open-market sale 
restrictions apply.

*  The Managing General Partner, subject to the approval and supervision 
of the Independent General Partners, will be responsible for 
determining fair value.  In the event that the Independent General 
Partners do not agree with the valuations established by the Managing 
General Partner, they may retain independent firms to review the 
Managing General Partner's methodology of valuation or to conduct a 
valuation, and such appraisal shall be binding on the Partnership.

Upon commencement of liquidation, the Trustee is responsible for 
determining fair value in a manner similar to the process detailed above.

As of December 31, 1998 and 1997, the Partnership held Eligible Portfolio 
Investments with a market or fair value, as determined in good faith by 
the Trustee at December 31, 1998 and the Managing General Partner and 
approved by the Independent General Partners at December 31, 1997, of 
$6,568,982 and $12,829,070, respectively.  Such values were determined 
using the methodology noted above.  The valuation methods specifically 
include the following.

*  Original cost
*  Quoted market value
*  The quoted market value of the underlying class of common stock that 
the convertible debt or preferred stock may be converted into, less 
estimated costs to sell and register the common stock 
*  Original cost less a valuation reserve for  collectibility concerns

The financial statements include investments valued at $6,568,982 (83% of 
total assets) and $12,829,070 (88% of total assets) as of December 31, 
1998 and 1997, respectively, whose values have been estimated by the 
Trustee at December 31, 1998 and by the Managing General Partner and 
approved by the Independent General Partners at December 31, 1997, in the 
absence of readily ascertainable market values.  Because of the inherent 
uncertainty of valuation, those estimated values may differ significantly 
from the values that would have been used had a ready market for the 
securities existed, and the differences could be material.

As of December 31, 1998 and 1997, the net unrealized depreciation 
associated with investments held by the Partnership was ($15,038,616) and 
($9,951,203), respectively.


(5)  Partners' Equity

Pursuant to the terms of the Partnership Agreement, all items of income, 
gain, loss and deduction of the Partnership, other than any Capital 
Transaction, as defined in the Partnership Agreement, are allocated 1% to 
the Managing General Partner and 99% to the Limited Partners, except 
prior to the initial closing date when all items were allocated 99% to 
the Managing General Partner and 1% to the Initial Limited Partner.

All items of net gain of the Partnership resulting from a Capital 
Transaction, defined in the Partnership Agreement as a sale or 
disposition of any portfolio investment (defined under the 1940 Act), are 
allocated such that first the Limited Partners receive a cumulative 
simple annual return of 10% on their gross capital contributions and any 
remaining capital gains (net of capital losses and unrealized 
depreciation) are allocated 20% to the Managing General Partner and 80% 
to the Limited Partners.  All items of net capital loss resulting from 
Capital Transactions are allocated 1% to the Managing General Partner and 
99% to the Limited Partners.  As of December 31, 1997, and 1996, the net 
unrealized appreciation or depreciation was allocated 99% to the Limited 
Partners.  If the investments in convertible debentures had been disposed 
of at their estimated fair values, as determined by the Managing General 
Partner and approved by the Independent General Partners, there would 
have been no additional allocation to the Managing General Partner under 
the terms of the Partnership Agreement and Investment Advisory Agreement.

In 1998 upon commencement of liquidation and withdrawal of the Managing 
General Partner, the General Partner's deficit balance was reallocated to 
the Limited Partners pursuant to the terms of the Partnership Agreement.

Distributions to the Limited Partners were made at the discretion of the 
Managing General Partner, in accordance with the Partnership Agreement.  
As a result of decreasing cash resources in 1996, the distributions to 
the limited partners were discontinued.  As the Partnership's investments 
were liquidated or other cash resources were obtained, the Partnership 
reinstated such payments in whole or in part during 1997 and 1998 based 
upon Capital Transactions and the cash resources available.  In addition, 
the Managing General Partner had the discretion to discontinue payment of 
the management fees or expense reimbursements if cash resources were 
further limited.

Upon commencement of liquidation, distributions are made at the 
discretion of the Trustee.
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