FORM 10-Q
                SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549




For Quarter Ended:  September 30, 1996    Commission file number:  33-28988 



DBSI PACIFIC INCOME & GROWTH FUND - II, A Real Estate Limited Partnership

 State of Organization:  Idaho         Employer ID #:  82-0428903

        1070 N. Curtis Rd., Suite 270, Boise, Idaho  83706


                Telephone number:  (208) 322-5858



    The registrant:

    (1) has filed all reports required to be filed by Section 13 or 15(d) of
        the Securities Exchange Act of 1934 during the preceding 12 months (or
        for such shorter period that the registrant was required to file such
        reports)

        Yes [X]   No [ ] 

    (2) has been subject to such filing requirements for the past 90 days.

        Yes [X]   No [ ] 

<PAGE>

                                                                    FORM 10-Q
                                                       File Number:  33-28988



                  PART I - FINANCIAL INFORMATION


Item 1 -    Financial Statements

            Included herein on pages 5-10


Item 2 -    Management's Discussion and Analysis of Financial
            Condition and Results of Operations

            Included herein on page 3-4


<PAGE>


                      DBSI PACIFIC INCOME & GROWTH FUND - II
                        A Real Estate Limited Partnership

                    General Partners' Discussion and Analysis 
                of Financial Condition and Results of Operations 
                                September 30, 1996



Liquidity and Capital Resources

The Partnership has generated funds primarily from the sale and operation
of rental properties and to a lesser extent from interest on savings and
certificates of deposit.  Because of the favorable market, the Partnership
sold Dakota Station on June 5, 1996, Talisman Apartments on September
27, 1996, and Sorrento View on October 16, 1996.  As the Seattle real
estate market improves the Partnership anticipates selling the remaining
property. Funds are used for rental property operating expenses,
distributions to partners, debt service, fixed asset replacements, capital
improvements, management and professional fees.  The general partners
believe that the Partnership has the liquidity and capital resources to meet
all of its known obligations and commitments.

The cash and cash equivalents position of the Partnership at September 30,
1996 represented approximately $1,843,000 including approximately
$44,000 for tax, insurance and replacements reserves and approximately
$1,799,000 operating cash primarily from the sale of Dakota Station and
Talisman.  The Partnership has no external sources of liquidity and no
outstanding capital commitments.  Cash deposits earned interest of
approximately 4.0%.

Cash Flow and Operations

For the nine months ended September 30, 1996 and 1995, the Partnership
generated $360,833 and $219,388 of cash flow from operating activities. 
The following adjustments should be made to the 1996 annualized cash
flow for Weatherstone and Sorrento View in order to compare the first
year pro forma funds from operations as found in the supplements to the
offering prospectus.  First, mortgage interest payments of $59,573 for
Sorrento View Apartments should be added to cash flow since the pro
forma statements anticipated no mortgage loan on this property.  Second,
changes in operating assets and liabilities of $159,103 should reduce cash
flow to reflect the ongoing funds generated from operations.  Cash flow
should also be reduced for principal payments of $17,103 and for normal
fixed asset purchases of $120,978.  Finally cash flow should be decreased
$25,918 to eliminate Dakota Station, Talisman, and partnership activity. 
After the above adjustments, the remaining properties combined
annualized funds from operations reached 30% of the pro forma amount.

Total revenue increased from $1,750,652 to $2,620,490 for third quarter
1995 compared to 1996.  Real estate operating expense increased from
$1,937,354 to $1,967,221 for third quarter 1995 to third quarter 1996. 
The general partner has contracted with Pinnacle Realty Management
Company for management of Weatherstone. 

On June 5, 1996, the Partnership sold Dakota Station Apartments to
unrelated individual parties for $2,080,000.  The Partnership received
$1,967,380 from the sale less mortgage repayment and interest of
$790,512, commissions to unrelated parties of $51,975, closing costs of
$4,962, a credit to buyer of $12,425 and a loan prepayment penalty of
$43,258.  The Partnership purchased the property in November 1990 for
$1,765,000 and at the time of sale it had asset carrying costs of
$1,542,371 ($1,855,486 cost basis less accumulated depreciation of
$313,115).  The Partnership realized a gain of $425,009 on the sale
($1,967,380 proceeds received less adjusted basis of $1,542,371).

Had this sale occurred on January 1, 1996 the rental income of the
partnership would have decreased by approximately $95,000, net income
would have increased by approximately $2,000 for the six months ended
June 30, 1996, and net income from sales would have decreased by
approximately $425,000.

<PAGE>

On September 27, 1996, the Partnership sold Talisman Apartments to
unrelated individual parties for $4,300,000.  The Partnership received
$759,323 from the sale after commissions to unrelated parties of
$107,500, closing costs of $11,307, a credit to buyer of $95,757, excise
tax of $76,112, and an all inclusive promissory note of $3,250,000.  The
buyer must make monthly payments of $26,050 at the rate of 8.25% for
two years, the same amount at 8.25% for two years and then $26,345
monthly at 8.75% until due on November 15, 20001 (or the date of
payment of the underlying first mortgage if sooner).  The note payments
equal or exceed the payment required on the underlying first mortgage.
Payments not received within ten days incur a 5% penalty.  The
Partnership remains liable under the first mortgage until paid in November
2001.  The Partnership purchased the property in October 1991 for
$4,100,000 and at the time of sale it had asset carrying costs of
$3,574,655 ($4,238,228 cost basis less accumulated depreciation of
$663,573).  The Partnership realized a gain of $434,668 on the sale
($3,250,000 promissory note plus $759,323 net proceeds less adjusted
basis of $3,574,655). 

Had this sale occurred on January 1, 1996 partnership revenue would have
decreased by approximately $464,000, net income would have increased
by approximately $123,000 for the nine months ended September 30,
1996, and net income from sales would have decreased by approximately
$435,000.

On October 16, 1996, the Partnership sold Sorrento View Apartments to
unrelated individual parties for $4,020,000.  The Partnership received
proceeds of approximately $3,896,000 from the sale less loan repayment
of $945,156, commissions to unrelated parties of $80,400, closing costs
of approximately $10,000 and a prepayment penalty of $33,905.  The
Partnership purchased the property in November 1990 for $3,400,000 and
at the time of sale it had fixed asset carrying costs of approximately
$2,854,000 ($3,548,000 cost basis less accumulated depreciation of
$694,000).  The Partnership realized a gain of approximately $1,042,000
on the sale ($3,896,000 proceeds received less adjusted basis of
$2,854,000).

The Partnership distributed $208,545 to the partners during the first nine
months of 1996 from current operations. The Partnership net income after
depreciation for the nine months ended September 30, 1996 was $825,424;
therefore, on a GAAP basis, all cash distributions are from net income. 

Per $1,000 invested (on the basis of a $1,000 investment made at the
inception of the escrow and offering) distributions have been made in the
following amounts: escrow period - $58; November 1990 through May
1995 - $18 per quarter; August 1995 through August 1996 - $7.50 per
quarter, for total distributions of approximately $439.

<PAGE>
<TABLE>

                  DBSI PACIFIC INCOME & GROWTH FUND - II
                   A REAL ESTATE LIMITED PARTNERSHIP
                     (an Idaho limited partnership)
                            
                             BALANCE SHEETS


<CAPTION>
      ASSETS                   September 30, 1996    December 31, 1995
                               __________________    _________________
<S>                                 <C>                <C> 
Rental property:
  Land                                 $935,000         $1,527,400
  Buildings and improvements          7,407,174         12,461,311
  Furniture and fixtures                798,898          1,007,792
                                      _________          _________
                                      9,132,072         14,996,503
  Less accumulated depreciation      (1,756,275)        (2,372,813)
                                     __________         __________
                                      7,375,797         12,623,690
Cash and cash equivalents             1,798,867             41,572
Accounts receivable                       4,175              7,229
Prepaid expenses                          3,352             12,166
Reserves                                 43,893             41,010
Tenant security deposits                 23,539             84,015
Intangible costs (net) (Note 4)          58,044            118,736
Note receivable (Note 2)              3,250,000
                                     __________         __________
Total assets                        $12,557,667        $12,928,418
</TABLE>
<TABLE>

<CAPTION>
    LIABILITIES AND CAPITAL
<S>                                  <C>                <C>   
Accounts payable                       $231,581            $43,624
Interest payable                         37,855             75,466
Taxes payable                            11,889             10,052
Security deposits payable                34,762             50,550
Note payable affiliate (Note 3)                            120,500
Mortgages payable (Note 2)            7,604,511          8,435,881
                                      _________          _________
Total liabilities                     7,920,598          8,736,073
                                      _________          _________
Partners' capital                     4,637,069          4,192,345
                                     __________         __________ 
Total liabilities and capital       $12,557,667        $12,928,418

<FN>
The Accompanying Notes are an Integral Part of these Financial Statements
</TABLE>

<PAGE>
<TABLE>

                  DBSI PACIFIC INCOME & GROWTH FUND - II      
                     A REAL ESTATE LIMITED PARTNERSHIP
                      (an Idaho limited partnership)

                         STATEMENTS OF OPERATIONS
  

<CAPTION>
                                 Nine Months Ended    Nine Months Ended
    REVENUES                    September 30, 1996   September 30, 1995
                                __________________   __________________
<S>                                     <C>                <C>
Tenant rent                           $1,666,982         $1,693,156
Interest income                           15,035              2,324
Other income                              78,796             55,172
Gain on sale of rental
property (Note 5)                        859,677
                                       _________          _________
                                       2,620,490          1,750,652


    EXPENSES
Interest                                 572,302            612,376
Depreciation                             337,882            359,010
Property tax and insurance               152,072            176,976
Maintenance and repairs                  333,864            208,178
Utilities                                239,602            202,739
Administrative                           137,150            165,861
Management fees                           69,244             73,144
On-site manager                          104,484            116,985
Amortization                              20,621             22,085
                                       _________          _________ 
                                       1,967,221          1,937,354
                                       _________          _________ 
 Net loss                               $653,269          ($186,702)

</TABLE>
<TABLE>
                     STATEMENTS OF PARTNERS' CAPITAL
<CAPTION>
                                  Nine months ended    Nine months ended    
                                 September 30, 1996   September 30, 1995
                                 __________________   __________________ 
<S>                                  <C>                <C>
Beginning capital                    $4,192,345         $4,887,928
Distributions                          (208,545)          (410,958)
Net loss                                653,269           (186,702)
                                     __________         __________
Ending capital                       $4,637,069         $4,290,268


<FN>
The Accompanying Notes are an Integral Part of these Financial Statements
</TABLE>

<PAGE>
<TABLE>

                   DBSI PACIFIC INCOME & GROWTH FUND - II           
                     A REAL ESTATE LIMITED PARTNERSHIP
                      (an Idaho limited partnership)

                         STATEMENTS OF CASH FLOWS

<CAPTION>
    CASH FLOWS FROM                 Nine Months Ended    Nine Months Ended
    OPERATING ACTIVITIES           September 30, 1996   September 30, 1995
                                   __________________   __________________
<S>                                      <C>                  <C>    
Net income (loss)                        $653,269            ($186,702)
Adjustments to reconcile net 
income to cash flows from 
operating activities
  Depreciation and amortization           358,503              381,095
  Gain on sale of rental property        (859,677)
  Changes in operating assets
  and liabilities
    Accounts receivable                     3,053                7,543
    Prepaid expenses                        8,814                8,875 
    Tenant security deposits               60,476               
    Accounts payable                      187,957              (35,485)
    Interest payable                      (37,611)               4,482
    Taxes payable                           1,837               51,926
    Tenant security deposits payable      (15,788)             (12,346)
                                          ________             ________
Net cash provided by operating
activities                                360,833              219,388

    CASH FLOWS FROM
    INVESTING ACTIVITIES

Proceeds from sale of rental property   2,726,703
Rental property purchases                (166,943)             (86,668)
Decrease (increase) in reserves            (2,883)             (44,396)
                                        __________            _________ 
Net used in investing activities        2,556,877             (131,064)

    CASH FLOWS FROM
    FINANCING ACTIVITIES

Decrease in intangible costs                                     6,230 
Proceeds from (payments on) 
note payable to affiliate                (120,500)             120,500
Principal payments on loans              (831,370)             (51,769)
Distributions to partners                (208,545)            (410,958)
                                         _________            _________
Net cash used in financing activities  (1,160,415)            (335,997)        
                                                

Net increase (decrease) in cash 
  and cash equivalents                  1,757,295             (247,672)
Cash and cash equivalents at
  beginning of period                      41,572              294,265
                                          _______              _______
Cash and cash equivalents at
end of period                          $1,798,867              $46,593

<FN>
The Accompanying Notes are an Integral Part of these Financial Statements
</TABLE>

<PAGE>

                    DBSI PACIFIC INCOME & GROWTH FUND - II
                      A REAL ESTATE LIMITED PARTNERSHIP
                        (an Idaho limited partnership)

                   NOTES TO UNAUDITED FINANCIAL STATEMENTS
            For the Nine months ended September 30, 1996 and 1995


1.  SUMMARY OF PARTNERSHIP ORGANIZATION AND SIGNIFICANT
    ACCOUNTING POLICIES

Partnership Organization.  DBSI Pacific Income & Growth Fund - II A
Real Estate Limited Partnership, was formed on May 17, 1989 with
general partners DBSI Housing Inc., an Idaho corporation, and DBSI
Realty Partners, an Idaho general partnership.  The Partnership was in the
development stage through January 9, 1990 and in the offering stage
through December 31, 1991.  The business purpose of the Partnership is
to acquire and operate leveraged multi-family housing projects in the
Western United States and sell them when market prices are advantageous. 
The partnership agreement provides that the Partnership will be dissolved
no later than December 31, 2039, unless sooner terminated as provided in
the agreement.

The Partnership acquired three properties during 1990:  Weatherstone
Apartments, an existing 138-unit project located in Silverdale, (Kitsap
County) Washington; Sorrento View Apartments, an existing 80-unit
project, and Dakota Station Apartments, an existing 40-unit project, both
located in the Beaverton/Tigard (Portland), Oregon metropolitan area.  In
October 1991 the Partnership purchased a fourth property, Talisman
Apartments, an existing 96-unit project located in Olympia, Washington. 
The Partnership sold Dakota Station on June 5, 1996, Talisman on
September 27, 1996, and Sorrento View on October 16, 1996.

Operating profits and losses exclusive of losses from the sale or
disposition of Partnership properties, and cash distributions, are allocated
98% to limited partners and 2% to general partners.  After the limited
partners have received distributions equal to a 7% annual return on their
capital contributions the general partners receive additional distributions
equal to 5% of total distributions.  Proceeds from sale or refinancing are
to be distributed, generally, 100% to the limited partners until they have
received cumulative distributions equal to their capital contributions, then
85% to the limited partners and 15% to the general partners.  However,
the limited partners must receive cumulative distributions from operations
and sale or refinancing proceeds equal to their capital contributions plus
a 10% per annum return thereon before the general partners receive any
sale or refinancing proceeds.

Significant Accounting Policies.  The balance sheets include only those
assets, liabilities, and partners' capital which relate to the business of the
Partnership and do not include any assets, liabilities, revenues or expenses
attributable to the partners' activities.  No partners receive salaries from
the Partnership for services.  No provision has been made for federal and
state income taxes since these taxes are the personal responsibility of the
partners.

Rental property is recorded at cost.  Depreciation is computed for all
assets over their estimated useful lives as follows:  buildings and structural
improvements, 15 to 32 years; furniture and fixtures, 5 to 12 years. 
Expenditures for maintenance and repairs are charged to operating
expenses as incurred.  The cost and accumulated depreciation of assets
sold or otherwise retired are removed from the accounts and gain or loss
on disposition is included in the results of operations.  Mortgage loan fees
are amortized over the estimated life of the mortgage notes.

Cash and cash equivalents include cash in banks (except for security
deposits and reserve bank accounts).  Reserves consist of bank deposits for
repairs and replacements, property taxes, insurance, and Partnership
reserves.  

The estimated fair value of cash and cash equivalents, accounts payable
and long-term debt approximates their carrying amounts.

<PAGE>

The preparation of the Partnership's financial statements in conformity
with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date
of the financial statements and the reported amounts of revenues and
expenses during the reporting period.  Actual results could differ from
those estimates.

The Financial Accounting Standards Board's Statement of Financial
Accounting Standards No. 121, Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to be Disposed Of, requires management to
review long-lived assets for impairment whenever events or changes in
circumstances indicate that the carrying amount of the assets may not be
recoverable.  This statement is effective for the Partnership's fiscal year
end December 31, 1996.  The Partnership's existing accounting policies are
such that this pronouncement is not expected to have a material effect on
the Company's financial position or results of operations.


2.  MORTGAGES PAYABLE

A mortgage payable of $3,875,000 to Pacific First Federal Savings Bank
was used in the purchase of Weatherstone Apartments in March, 1990. 
The balance of $3,762,352 as of September 30, 1996 and $3,784,957 as
of September 30, 1995 bears interest at 9.875% and requires monthly
payments of $32,942 through April 1, 2000 when the remaining balance
of approximately $3,660,621 is due.

In October, 1991, the Partnership purchased Talisman Apartments by
executing a mortgage loan in the amount of $3,000,000.  The mortgage
note in the current amount of $2,899,261 and a balance of $2,924,161 as
of September 30, 1995 is held by the State of Washington, State
Investment Board, and requires payments of $26,050 monthly with interest
charged at 9.875%.  The entire balance of the loan is due in ten years
(November, 2001) when the approximate balance will be $2,722,795.  The
loan may not be prepaid during the first five years of the loan period. 
During the second five years of the loan period it may be prepaid subject
to the greater of a yield maintenance prepayment penalty or a minimum
2% prepayment penalty.

The Partnership received on the sale of Talisman an all inclusive
promissory note which has a principle sum of $3,250,000 and requires
monthly payments of $26,050 commencing on October 27, 1996 at a rate
of 8.25%.  Beginning November 1998 the rate increases to 8.5% and
increases again to 8.75% in November 2000 with monthly payments of
$26,345.  The remaining principle of approximately $3,001,000 and
accrued interest is payable in full on November 15, 2001 at approximately
the same time the first mortgage is due.  The Partnership has filed a
security position on the Talisman Apartments under the note and in case
of default has an immediate right to take over management and collect
rents.

A first deed of trust loan of approximately $998,000 to Canada Life
Assurance Company was renegotiated for Sorrento Apartments after a
reduction of $886,000 to the principal was made from operating capital on
May 11, 1993.  The loan requires monthly payments of $7,996 with
interest charged at 8.375%, current amount due as of September 30, 1996
is $942,898 with a balance of $959,132 as of September 30, 1995.  The
loan in the amount of $941,483 was paid in full on October 16, 1996 with
a $33,905 prepayment penalty when Sorrento View was sold.

An 8.25% $800,000 loan from Canada Life Assurance Co. secured by the
Dakota Station Apartments was obtained on April 28, 1994 to finance six
to eighteen additional units at Weatherstone Apartments.  The loan was for
five years with a 25 year amortization.  The loan required monthly
payments of $6,308 and the balance as of June 5, 1996 was $779,341. 
The mortgage was paid in full with a $43,248 prepayment penalty when
Dakota Station was sold. 

<PAGE>

3.  LOAN PAYABLE

The Partnership borrowed $120,500 in 1995 from an affiliate of the
General Partner.  This loan bears interest at the General Partner's bank
borrowing rate of prime plus 1.5% (9  as of June 30, 1996).  The loan
proceeds provided funds for short term operating cash flow needs of the
Seattle area projects and to enable the Partnership to maintain the first
quarter 1995 distribution rate following the lower operating cash flow
from these properties.  The loan was repaid on June 28, 1996 from the
proceeds of the sale of Dakota Station.



4.  INTANGIBLE COSTS

Intangible assets and cumulative amortization at September 30, 1996
amount to $165,218 of loan costs related to outstanding loans and
$107,174 of accumulated amortization related to these fees.  The net value
of intangible costs is $58,044.                    


5.  SALES OF RENTAL PROPERTY AND SUBSEQUENT EVENT 

                     
On June 5, 1996, the Partnership sold Dakota Station Apartments to
unrelated individual parties for $2,080,000.  The Partnership received
$1,967,380 from the sale less mortgage repayment of $790,512,
commissions to unrelated parties of $51,975, closing costs of $4,962, a
credit to buyer of $12,425 and a loan prepayment penalty of $43,258. 
The Partnership purchased the property in November 1990 for $1,765,000
and at the time of sale it had asset carrying costs of $1,542,371
($1,855,486 cost basis less accumulated depreciation of $313,115).  The
Partnership realized a gain of $425,009 on the sale ($1,967,380 proceeds
received less adjusted basis of $1,542,371).

On September 27, 1996, the Partnership sold Talisman Apartments to
unrelated individual parties for $4,300,000.  The Partnership received
$759,323 from the sale after commissions to unrelated parties of
$107,500, closing costs of $11,307, a credit to buyer of $95,757, excise
tax of $76,112, and an all inclusive promissory note of $3,250,000. (See
note 2)  The note requires monthly payments of $26,050.26 at the rate of
8.25%.  The Partnership purchased the property in October 1991 for
$4,100,000 and at the time of sale it had asset carrying costs of
$3,574,655 ($4,238,228 cost basis less accumulated depreciation of
$663,573).  The Partnership realized a gain of $434,668 on the sale
($3,250,000 promissory note plus $759,323 net proceeds less adjusted
basis of $3,574,655).  The Partnership remains liable under the mortgage
until paid in November 2001.

On October 16, 1996, the Partnership sold Sorrento View Apartments to
unrelated individual parties for $4,020,000.  The Partnership received
proceeds of approximately $3,896,000 from the sale less loan repayment
of $945,156, commissions to unrelated parties of $80,400, closing costs
of approximately $10,000 and a prepayment penalty of $33,905.  The
Partnership purchased the property in November 1990 for $3,400,000 and
at the time of sale it had fixed asset carrying costs of approximately
$2,854,000 ($3,548,000 cost basis less accumulated depreciation of
$694,000).  The Partnership realized a gain of approximately $1,042,000
on the sale ($3,896,000 proceeds received less adjusted basis of
$2,854,000).

<PAGE>
<TABLE>

6.  NET INCOME (LOSS) FROM RENTAL PROPERTIES

    The following schedule details separate rental property activity for the          
    six months ended June 30, 1996:

<CAPTION>
               
                 ________________________________________________________________________ 
                 Weatherstone Talisman  Sorrento   Dakota          
                         Apts     Apts  View Apts  Station Apts  Partnership     Total
                 ________________________________________________________________________ 
<S>                 <C>       <C>        <C>           <C>        <C>         <C> 
          
  REVENUES    
Tenant rent         $662,967  $454,204   $433,495     $116,316                 $1,666,982
Interest income          296       246        784          289      $13,420        15,035
Other income          39,572     9,936     21,879        5,409        2,000        78,796
Income from sale of
rental property                                                     859,677       859,677       
                 ________________________________________________________________________

                     702,835   464,386    456,158      122,014      875,097     2,620,490
     
                                                                  
  EXPENSES
Interest             279,376    191,550     59,573      33,591        8,212       572,302
Depreciation         135,000     90,438     86,310      26,134                    337,882
Tax and insurance     43,009     55,204     39,683      14,176                    152,072
Maintenance          170,257     97,375     46,217      20,015                    333,864
Utilities            109,669     64,590     49,508      15,835                    239,602
Administration        52,419     37,030     22,047       4,814       20,840       137,150
Management fees       23,413     16,912     21,523       7,396                     69,244
On-site manager       40,146     34,073     26,341       3,924                    104,484
Amortization                                                         20,621        20,621
                  _______________________________________________________________________
                     853,289    587,172    351,202     125,885       49,673     1,967,221
                  _______________________________________________________________________
Net income (loss)  ($150,454) ($122,786)  $104,956     ($3,871)    $825,424      $653,269
                  

</TABLE>
<PAGE>

     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.



DBSI PACIFIC INCOME & GROWTH FUND - II                             
A Real Estate Limited Partnership




by   _________________________                     Date ____________________   
                                                                  
Douglas L. Swenson, President of
DBSI Housing Inc., general partner of    
DBSI PACIFIC INCOME & GROWTH FUND - II    
A Real Estate Limited Partnership




by   _________________________                     Date ____________________
                                                                  
Charles E. Hassard, Secretary-Treasurer
and principal financial officer of
DBSI Housing Inc., the Idaho corporation
that is a general partner and principal
financial officer of
DBSI PACIFIC INCOME & GROWTH FUND - II    
A Real Estate Limited Partnership