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 July 20, 2000.

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): July 20,
                            2000




               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 has filed an appeal  from  the
Court's order and judgment.  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 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.

                              2

     The   parties  have  filed  other  motions  for   summary
judgment, some of which were argued before the Court  on  June
13,  2000, but have not been ruled on.  Plaintiffs' motion for
summary  judgment seeks, 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 have filed various motions to dismiss the
claims against them.  The Partnership intends to defend itself
vigorously and believes that it has meritorious defenses.   No
trial date has been set.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

          (a)  Financial Statements.
             Not applicable.

          (b)  Pro Forma Financial Information.
             Not applicable.

          (c)  Exhibits.
             None.



























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                         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:  July 20, 2000












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