Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C.  20549

Re:  Arvida/JMB Partners, L.P. - II
     Commission File No.0-19245
     Form 8-K

Gentlemen:

Transmitted,  for  the  above-captioned  registrant,  is   the
electronically  filed  executed copy of  registrant's  current
report on Form 8-K dated February 7, 2001.

Thank you.

Very truly yours,

ARVIDA/JMB PARTNERS, L.P. - II


By:   ARVIDA/JMB MANAGERS - II, INC.
     (The General Partner)


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



Enclosures
             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C. 20549




                          FORM 8-K



                       CURRENT REPORT



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



Date of Report (Date of earliest event reported): February 7, 2001




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




  Illinois                 0-19245                58-1809884
-------------------       --------------         -----------

   (State or other)      (Commission           (IRS Employer
   Jurisdiction of        File Number)        Identification No.)
    Organization



    900 N. Michigan Avenue, Chicago, Illinois  60611-1575
 -------------------------------------------------------------
                           ------
           (Address of principal executive office)




  Registrant's telephone number, including area code:  (312)
                          915-1987
  ------------------------------------------------------------









ITEM 5.  OTHER EVENTS

      The  Partnership filed a proof of claim in a  bankruptcy
proceeding entitled In re: Landmark Land Co. of Florida, Inc.,
Civil  Action  No. 2-91-3291, Bankruptcy No. 91-05816  against
the  debtor,  Landmark Land Co. of Florida, Inc. ("Landmark"),
in  the United States District Court for the District of South
Carolina,  Charleston Division.  The Partnership's  claim  was
for  breach  of  a  joint  venture  agreement  and  breach  of
contract, among other things, relating to the Palm Beach  Polo
property.   The proof of claim, which was filed  on  March  6,
1992,  sought  damages,  as  well  as  pre  and  post-judgment
interest, attorneys' fees and costs.  The adversary proceeding
commenced in August, 1993.  The matter was tried to the  Court
over  a  five-week period ending in December, 1995.  By  order
filed on June 30, 1999, the Court disallowed the Partnership's
claim in bankruptcy in its entirety.  The Court found Landmark
responsible to the Partnership in the amount of $19,732  spent
by  the Partnership to landscape the berm at the property plus
interest  as provided by law.  On January 20, 2000, the  Court
denied  the Partnership's motion for a new trial and to modify
the  judgment.   The  Partnership filed  an  appeal  from  the
Court's  order  and  judgment to the United  States  Court  of
Appeals  for  the Fourth Circuit.  On January  10,  2001,  the
Appellate  Court  affirmed the lower  Court's  ruling  in  all
aspects.  The Partnership has not decided whether it will seek
further  review of this matter.  The Partnership has  assigned
its  interest in any net proceeds (after payment of attorneys'
fees and expenses) from a recovery on its claim to its lender.
Landmark  has filed with the Court a petition seeking  payment
by  the Partnership of Landmark's attorneys' fees and expenses
in the litigation in the amount of approximately $3.5 million.
The  parties have submitted briefs on the issue and the matter
is awaiting a ruling by the Court.

      The  Partnership has been named a defendant in a lawsuit
filed on January 11, 1996 in the Circuit Court in and for  the
Eighteenth Judicial Circuit, Seminole County, Florida entitled
Land   Investment  I,  Ltd.,  Heathrow  Land   &   Development
Corporation, Heathrow Shopping Center Associates and  Paulucci
Investments v. Arvida/JMB Managers - II, Inc.,
Arvida/JMB Partners, L.P. - II, Arvida Company and JMB  Realty
Corporation.  The complaint, as amended, includes  counts  for
breach of the management
                              2
agreement,  fraud in the inducement and conspiracy  to  commit
fraud  in  the inducement, breach of the Heathrow  partnership
agreement  and  constructive  trust  in  connection  with  the
purchase   and   management  of  the   Heathrow   development.
Plaintiffs  seek, among other things, unspecified compensatory
damages,  punitive  damages, prejudgment interest,  attorneys'
fees,  costs,  and  such  other  relief  as  the  Court  deems
appropriate.  Substantial fact discovery has been conducted to
date  and the defendants expect further substantial discovery,
both of fact and expert witnesses, to take place.

      On  June  24,  1999  the Court granted  partial  summary
judgment  in  favor of the plaintiffs against Arvida  Company,
finding  that Arvida Company owed plaintiffs a fiduciary  duty
as  a broker and advisor under the management agreement.   The
ruling  did  not reach the issue of the statute of limitations
defense  nor  whether any such duties were owed in  connection
with  the  Partnership's acquisition of  an  interest  in  the
Heathrow development through the Heathrow partnership.

      The  parties  filed other motions for summary  judgment,
some  of which were argued before the Court on June 13,  2000.
Plaintiffs'  motion for summary judgment sought,  among  other
things,  a  judgment that the Partnership  owed  plaintiffs  a
fiduciary   duty   in   connection  with   the   Partnership's
acquisition of an interest in the Heathrow development through
the  Heathrow partnership; that Arvida/JMB Managers - II, Inc.
and  the  Partnership are liable for breach  of  the  Heathrow
partnership agreement; that the negotiations for the  sale  of
the   Heathrow  development  by  plaintiffs  to  the  Heathrow
partnership  were not arm's-length; and that  defendants  must
pay  to  plaintiffs the difference between  the  alleged  fair
market value of the property and the purchase price set  forth
in  the  contract.   The Partnership and the other  defendants
filed  various motions for summary judgment to dismiss various
claims  against them.  On September 22, 2000, the Court issued
an  order  denying  the various motions for summary  judgment.
Currently,  the  parties are engaged in discovery  and  motion
practice  related thereto.  The Court has not set a  date  for
trial  of  this  matter.  The Partnership  intends  to  defend
itself   vigorously  and  believes  that  it  has  meritorious
defenses.

                              3
     ITEM 7.   FINANCIAL STATEMENTS AND EXHIBITS.

               (a)  Financial Statements.
                    Not applicable.

               (b)  Pro Form Financial Information.
                    Not applicable.

               (c)  Exhibits.
                    None.








































                              4


                         SIGNATURES

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


                           BY:  ARVIDA/JMB MANAGERS - II, INC.
                                    (The General Partner)



                                 ____________________________
                                   By:   GAILEN J. HULL
                                        Gailen J. Hull
                                        Vice President
                                        Principal  Accounting
                                        Officer











Date:  February 7,2001





















                              5