UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X]                     QUARTERLY REPORT UNDER SECTION 13
                 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2002


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


For the transition period from                   to
                              -------------------  -----------------------

Commission File Number  0-20129
--------------------------------------------------------------------------------


                        ChrisKen Growth & Income L.P. II

--------------------------------------------------------------------------------
            (Exact name of small business issuer as specified in its
                       certificate of Limited Partnership)


          Delaware                                              36-3644609
          --------                                              ----------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                           Identification Number)

345 North Canal Street, Chicago, Illinois     60606
--------------------------------------------------------------------------------

(Address of principal executive offices)     (Zip Code)

(312) 454-1626
--------------------------------------------------------------------------------

(Issuer's telephone number)

--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Securities  Exchange  Act  during the past 12 months (or for
such shorter period that the registrant was required to file such reports),  and
(2) has been subject to such filing requirements for the past 90 days.


Yes       X     No
         ---           ---


<PAGE>

                        ChrisKen Growth & Income L.P. II

                                      INDEX


PART I Financial Information                                                PAGE
       ---------------------

     Item 1. Condensed Financial Statements (Unaudited)

          Condensed Balance Sheet at September 30, 2002                       2

          Condensed Statements of Operations for the Three
          and Nine Months Ended September 30, 2002 and 2001                   3

          Condensed  Statement  of  Partners'  Capital for
          the Nine Months Ended September 30, 2002                            4

          Condensed Statements of Cash Flows for the Nine
          Months Ended September 30, 2002 and 2001                            5

          Notes to Condensed Financial Statements                             6

     Item 2. Management's Discussion and Analysis or Plan of Operation        7

     Item 3. Controls and Procedures                                          8

PART II. Other Information

     Item 1. Legal Proceedings                                                9

     Item 2. Changes in Securities                                            9

     Item 3. Defaults Upon Senior Securities                                  9

     Item 4. Submissions of Matters to a Vote of Security Holders             9

     Item 5. Other Information                                                9

     Item 6. Exhibits and Reports on Form 8-K                                 9


SIGNATURE                                                                    10

CERTIFICATIONS                                                               11


<PAGE>
                                     PART I

                        ChrisKen Growth & Income L.P. II
                        (a Delaware Limited Partnership)


Item 1. Condensed Financial Statements (Unaudited

                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                             Condensed Balance Sheet

                               September 30, 2002
                                   (Unaudited)

Assets
Cash and cash equivalents                                          $    52,384
Restricted cash                                                         57,645
Real estate taxes and other escrows                                     96,395
Deferred financing fees, net of accumulated amortization
        of $62,588                                                      34,952
Other                                                                   24,321
                                                                ----------------
                                                                       265,697

Investment in real estate, at cost:
Land                                                                   614,332
Buildings and improvements                                           4,921,808
Equipment                                                              388,898
                                                                ----------------
                                                                     5,925,038
Accumulated depreciation                                            (1,288,246)
                                                                ----------------
                                                                     4,636,792

                                                                ----------------
Total assets                                                        $4,902,489
                                                                ================

Liabilities and partners' capital
Accounts payable                                                 $     116,046
Due to affiliates                                                       25,565
Accrued real estate taxes                                              121,391
Tenants' security deposits                                              20,482
Mortgage loan payable                                                4,471,982
                                                                ----------------
Total liabilities                                                    4,755,466

Partners' capital, 11,513 limited partnership units
        issued and outstanding                                         147,023
                                                                ----------------

Total liabilities and partners' capital                             $4,902,489
                                                                ================

SEE ACCOMPANYING NOTES.


<PAGE>

                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                       Condensed Statements of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                  Three Months Ended                     Nine Months Ended
                                                                     September 30                          September 30
                                                                2002               2001               2002               2001
                                                        ----------------------------------------------------------------------------
<S>                                                            <C>                 <C>                <C>                <C>

Revenue
Rental                                                         $334,285            $326,424           $967,659           $969,783
Interest                                                              -                 596                  -              1,524
Other                                                            20,154              18,682             59,803            117,439
                                                        ----------------------------------------------------------------------------
Total revenue                                                   354,439             345,702          1,027,462          1,088,746

Expenses
Property operations                                              94,472             103,494            296,163            249,423
Depreciation and amortization                                    87,269              84,065            256,506            241,797
Interest                                                         76,319              76,984            229,781            231,261
General and administrative                                       99,746              78,913            289,095            236,425
Management fees - Affiliate                                      17,110              17,100             49,170             50,640
                                                        ----------------------------------------------------------------------------
Total expenses                                                  374,916             360,556          1,120,715          1,009,546
                                                        ----------------------------------------------------------------------------
Net income (loss)                                             $ (20,477)          $ (14,854)         $ (93,253)         $  79,200
                                                        ============================================================================
Net income (loss) allocated to general partners               $    (205)          $        -         $    (933)         $       -
                                                        ============================================================================
Net income (loss) allocated to limited partners               $ (20,272)          $ (14,854)        $  (92,320)         $  79,200
                                                        ============================================================================
Net income (loss) allocated to limited partners
   per limited partnership unit outstanding                   $  (1.76)           $  (1.29)         $   (8.02)          $   6.88
                                                        ============================================================================
Limited partnership units outstanding                            11,513              11,513             11,513             11,513
                                                        ============================================================================
</TABLE>


SEE ACCOMPANYING NOTES.

<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                    Condensed Statement of Partners' Capital

                      Nine months ended September 30, 2002
                                   (Unaudited)



                                            Partners' Capital Accounts
                               -------------------------------------------------
                               General Partners  Limited Partners
                                                                       Total
                               -------------------------------------------------

Balance at January 1, 2002     $        -         $  272,487         $  272,487
Distributions (A)                       -            (32,211)           (32,211)
Net (loss)                           (933)           (92,320)           (93,253)
                               -------------------------------------------------
Balance at September 30, 2002  $     (933)        $  147,956         $  147,023
                               =================================================

(A) Summary of 2002 quarterly cash  distributions  paid per limited  partnership
unit:

First quarter                       $2.80
Second quarter                      $0.00
Thrid quarter                       $0.00


SEE ACCOMPANYING NOTES.

<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                       Condensed Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                                 Nine Months Ended
                                                                                                   September 30
                                                                                               2002              2001
                                                                                        ------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                                                         <C>                 <C>

Net income (loss)                                                                           $   (93,253)        $   79,200
Adjustments to reconcile net income (loss) to net cash flows provided by operating
   activities:
     Depreciation and Amortization                                                              256,506            241,797
     Net changes in operating assets and liabilities:
       (Increase) Decrease in real estate taxes and other escrows                               (24,698)           (24,149)
       (Increase) Decrease in other assets                                                       (5,123)            (5,476)
       Increase (Decrease) in accounts payable and accrued expenses                              15,196             63,622
       Increase (Decrease) in tenants' security deposits                                          2,631                342
       Increase (Decrease) in due to affiliates                                                  12,156             (3,479)
                                                                                        ------------------------------------
Net cash flows provided by operating activities                                                 163,415            351,857

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to investment in real estate                                                          (59,291)          (132,867)
                                                                                        ------------------------------------
Cash flows used in investing activities                                                         (59,291)          (132,867)

CASH FLOWS FROM FINANCING ACTIVITIES
Principal payments                                                                              (42,810)           (40,040)
Distributions to partners                                                                       (32,211)          (180,425)
                                                                                        ------------------------------------
Cash flows used in financing activities                                                         (75,021)          (220,465)
                                                                                        ------------------------------------
Net increase (decrease) in cash and cash equivalents                                             29,103             (1,475)
Cash and cash equivalents, beginning of period                                                   23,281             40,413
                                                                                        ------------------------------------
Cash and cash equivalents, end of period                                                       $ 52,384           $ 38,938
                                                                                        ====================================

Supplemental disclosure of cash flow information:
   Cash paid during the period for interest                                                   $ 229,781          $ 231,261
                                                                                        ====================================
</TABLE>

SEE ACCOMPANYING NOTES.

<PAGE>


                        ChrisKen Growth & Income L.P. II
                        (A Delaware Limited Partnership)

                     Notes to Condensed Financial Statements
                                   (Unaudited)


1. Interim Accounting Policies

The accompanying  unaudited condensed financial statements have been prepared in
accordance with accounting  principles  generally  accepted in the United States
for interim  financial  information and with the instructions to Form 10-QSB and
310(b)  of  Regulations  of S-B.  Accordingly,  they do not  include  all of the
information and footnotes required by accounting  principles  generally accepted
in the United States for complete financial statements.  The condensed financial
statements  are the  representation  of the  General  Partners  and  reflect all
adjustments which are, in the opinion of the General  Partners,  necessary for a
fair  presentation  of the  financial  position and results of operations of the
Partnership.  The General  Partners believe that all such adjustments are normal
and recurring.  For further  information,  refer to the financial statements and
notes  thereto  included  in  the  Chrisken  Growth  &  Income  L.P.  II's  (the
"Partnership")  Annual  Report on Form  10-KSB for the year ended  December  31,
2001.


2. Other Revenue

On June 13, 2001, the Partnership  received a refund for rubbish removal service
for the period from 1996 through  2000 in the amount of $64,066.  This amount is
included in the statement of income as an increase to other  revenue  during the
nine months ended September 30, 2001.

<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation.

     ChrisKen Growth & Income L.P. II (the  "Partnership") is a Delaware limited
partnership  formed  in  1989.  The  Partnership  owns and  operates  a 144 unit
residential rental complex known as Barrington Estates (the "Property")  located
in  Indianapolis,  Indiana.  Pursuant to a public offering (the  "Offering") the
Partnership sold 11,529 limited  partnership units. The proceeds of the Offering
were used to acquire the Property.

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2002,  the  Partnership  had cash and cash  equivalents of
$52,384  compared to $23,281 at December 31, 2001. The increase in cash and cash
equivalents  during the nine months ended  September  30, 2002, is the result of
decreased  Limited Partner  distributions,  and increased  accounts  payable and
other accrued  liabilities,  and amount due to affiliates,  partially  offset by
increased  real estate taxes and other  escrows and  investment  in real estate.
Restricted cash represents operating and contingency reserves, which at December
31, 2001 equaled  $57,645,  or 1% of the gross  proceeds of the Offering.  As of
September 30, 2002, restricted cash, which was temporarily reduced to $42,000 in
the second quarter, again equaled $57,645, which the General Partners believe is
adequate to satisfy  cash  requirement  needs when  coupled  with a reduction in
distributions, as described below. With respect to 2002, higher unemployment and
related factors,  and low home mortgage  interest rates have both contributed to
lower  economic  occupancy  during 2002,  as compared to 2001.  In addition,  as
discussed  below, the Partnership has incurred higher operating costs during the
current  reporting  period,  as  compared  to the  first  nine  months  of 2001.
Distributions to the Limited Partners for 2001 were 5.5% on an annualized basis.
Due to these and other factors,  the Managing  General Partner  anticipates that
distributions to Limited Partners will not be paid for 2002.

     The Managing  General Partner is continuing to explore  opportunities  that
may be  deemed  advantageous  to the  Partnership,  including  the  sale  of the
Property. The Managing General Partner has engaged third party real estate firms
to review the feasibility of converting the Property to condominiums through the
sale of the  individual  apartment  units rather than selling the property as an
apartment  community.  Preliminary reports by such third party real estate firms
indicate that a conversion could generate revenues in excess of those that could
be achieved on a sale of the  Property as an apartment  community.  The Managing
General Partner commissioned a more thorough feasibility report. If the Managing
General Partner determines that condominiumization of the Property is advisable,
a vote of the Limited Partners will be solicited.

     On May 31, 2002,  Bond Purchase,  L.L.C.,  which is not affiliated with the
Partnership or its General  Partners,  submitted an unsolicited  tender offer to
the Partnership's Limited Partners to purchase up to 230 Units, or approximately
2%, of outstanding  Units of the Partnership at $265 per Unit. The Partnership's
records  indicate  that as of October  30,  2002,  133.4 Units were sold to Bond
Purchase, L.L.C. as a result of this offer.

     On June 26, 2002,  McDowell Foods,  Inc.,  which is not affiliated with the
Partnership or its General  Partners,  submitted an unsolicited  tender offer to
the Partnership's Limited Partners to purchase up to 450 Units, or approximately
3.9%,  of  outstanding  Units of the  Partnership  at $265 per  Unit.  The offer
expired on August 9, 2002. The Partnership's records indicate that as of October
30, 2002, no Units were sold to McDowell Foods, Inc. as a result of this offer.

     Management  believes that Unit sales to Bond Purchase,  L.L.C.  or McDowell
Foods,  Inc., if any, will not adversely  affect the management or the liquidity
of the Partnership. Additional unsolicited offers to purchase Units may occur in
the future. From time to time, the Partnership  receives requests to furnish the
names,  addresses  and  number  of Units  owned  by the  Limited  Partners.  The
Partnership  complies  with  such  requests  as  required  by the  terms  of the
Partnership Agreement and/or applicable law.

     The current mortgage  indebtedness of $4,471,982,  with an interest rate of
6.77%,  matures on August 31,  2004.  Under the terms of the loan,  the  monthly
principal and interest  payments are $30,124.  In addition to providing  current
beneficial  financing  terms,  the General  Partners  believe the loan should be
attractive to potential buyers of the Property,  as it is assumable at a 1% fee,
subject to lender approval.

     The source of future  liquidity and cash  distributions  to the Partners is
dependent  primarily upon the cash  generated by the Property.  At September 30,
2002, the Property was generating  sufficient  cash flow from operations to fund
the budgeted repairs and improvements and to service the existing  indebtedness,
which the General Partners believe will continue.

RESULTS OF OPERATION

     The Property  was 93.8%  occupied as of  September  30, 2002,  93.05% as of
December 31, 2001, and 95.14% as of September 30, 2001. Management believes that
occupancy at the Property will be  approximately  90% - 96% for the remainder of
2002. The Partnership had total revenues of $1,027,462 for the nine months ended
September 30, 2002, compared to total revenues of $1,088,746 for the nine months
ended September 30, 2001.  Revenues decreased in 2002, from 2001 levels,  mainly
due to the 2001 receipt of a $64,066  refund of an  overpayment  of prior years'
rubbish  removal  service,  a $3,645  increase in vacancy in 2002, and a $23,148
increase in rent concessions in 2002,  partially offset by a $17,757 increase in
rental  rates in 2002.  Rent  concessions  are  being  given in 2002 to  improve
occupancy.  Management  believes rental revenues will remain relatively constant
provided that occupancy  remains  stable.  The Partnership had total expenses of
$1,120,715 for the nine months ended September 30, 2002,  compared to $1,009,546
for the nine months ended  September 30, 2001.  Total expenses  increased due to
higher property operations,  repair and maintenance,  general and administrative
and  depreciation  expenses,  partially  offset by decreased  mortgage  interest
expense.  Property  operations expenses are higher in 2002, as compared to 2001,
primarily due to the  following  increases in expense:  structural  supplies and
repairs, $13,484, protection and security, $3,074, and heating,  ventilation and
air  conditioning,  $22,243,  partially  offset by the  following  decreases  in
expense: rubbish removal $3,304 and painting and decorating,  $2,282. Structural
supplies and repairs  increased  primarily  due to interior  and  exterior  door
replacements.  Heating, ventilation and air conditioning increased primarily due
to nonrecurring  furnace inspection costs,  $5,625, and A-coil cleaning costs of
$16,031.  Repairs and  maintenance  increased due to the following  increases in
expense:  recurring structural repairs,  $4,814,  plumbing supplies and repairs,
$3,743,   electrical  supplies  and  repairs,  $2,986,  and  recurring  heating,
ventilation and air conditioning,  $4,189.  General and administrative  expenses
are higher in 2002 as compared to 2001 primarily due to the following  increases
in expense:  advertising and marketing, $7,459, real estate tax expense, $3,481,
property   insurance,   $7,612,   professional   fees,   $12,810,   office   and
administrative  expense,  $8,779,  and  payroll  taxes  and  insurance,  $4,596,
partially offset by a $1,893 decrease in miscellaneous expense.  Advertising and
marketing  expenses are higher primarily due to increased  marketing  efforts to
improve occupancy. Professional fees increased primarily due to higher quarterly
reporting  expenses.  Office and administrative  expense increased due to higher
quarterly  reporting and postage costs.  Depreciation  expense increased $14,709
due to  fixed  asset  additions.  Management  fees  for the  nine  months  ended
September 30, 2002  decreased,  compared to the nine months ended  September 30,
2001, due to decreased revenue.

     For the nine months ended  September 30, 2002, the Partnership had net loss
of $93,253 compared to net income of $79,200 for the nine months ended September
30, 2001,  as the result of decreased  revenues and  increased  expenses for the
nine months ended  September 30, 2002,  compared with the same period in 2001 as
discussed above.

     Net cash flows  provided by operating  activities for the nine months ended
September  30,  2002,  were  $163,415  compared  to net cash flows  provided  by
operating  activities of $351,857 for the nine months ended  September 30, 2001.
The decrease in net cash flows provided by operating activities was attributable
primarily  to a net loss for the first nine  months of 2002,  and an increase in
real estate tax and other escrows,  partially  offset by an increase in accounts
payable and other accrued  liabilities.  The Partnership  paid  distributions of
$32,211 during the nine months ended September 30, 2002, as compared to $180,425
during the nine months ended  September 30, 2001. The decrease in  distributions
in 2002,  as  compared  to the  same  period  one-year  ago,  is due to  overall
Partnership  results  during  2002 as  compared to 2001.  The  Managing  General
Partner has determined  that no additional  quarterly  distributions  to Limited
Partners will be paid in 2002.

     The Managing  General Partner is continuing to explore  opportunities  that
may be deemed advantageous to the Partnership,  including the condominiumization
and sale of the Property.

     Some  statements in this Form 10-QSB are forward looking and actual results
may differ materially from those stated. As discussed herein,  among the factors
that may affect actual results are changes in rental rates,  occupancy levels in
the market  place in which  Barrington  Estates  competes  and/or  unanticipated
changes in expenses or capital expenditures.

Item 3. Controls and Procedures.

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

     The principal  executive  officer of our managing general partner,  John F.
Kennedy,  and the principal  financial  officer of our managing general partner,
Robert Mayer, evaluated on November 11, 2002 the effectiveness of the design and
operation of our controls and other  procedures that are designed to ensure that
information required to be disclosed by us in the reports that we file or submit
under the Securities Exchange Act of 1934 is recorded, processed, summarized and
reported  within the time periods  specified in the SEC's rules and forms.  As a
result of this evaluation,  these executive  officers have concluded that, as of
such date,  the design and operation of our  disclosure  controls and procedures
were  adequate and designed to ensure that material  information  relating to us
would be made known to them.

CHANGES IN INTERNAL CONTROLS

     Since the date of the evaluation of our disclosure  controls and procedures
by Mr.  Kennedy and Mr. Mayer  described  above,  there have been no significant
changes in our internal  controls or in other  factors that could  significantly
affect our disclosure controls and procedures.

<PAGE>


                                     PART II

                        ChrisKen Growth & Income L.P. II
                        (a Delaware Limited Partnership)


Item 1. Legal Proceedings.

     The Partnership is not a party to any litigation other than litigation that
the Managing  General Partner believes is routine  litigation  incidental to the
Partnership's  business.  In December 2001, John S. Marten, a former officer and
trustee of ChrisKen  Residential Trust ("CRT"),  which controls CREMCO, LLC, the
Partnership's management agent, sued CRT, CRT's three independent trustees, John
F.  Kennedy  (a trustee  of CRT and an  officer  of the  Partnership's  Managing
General  Partner) (see MARTEN V. CHRISKEN  RESIDENTIAL  TRUST, ET AL., No. 01 CH
21979).  Although it has not been  served,  CREMCO,  L.L.C.  has been named as a
defendant and has claims  asserted  against it. Neither the  Partnership nor the
General  Partners are parties to that  litigation.  The litigation is pending in
the  Circuit  Court  of  Cook  County,  Illinois,  County  Department,  Chancery
Division.


Items 2 through 5 are omitted  because of the absence of conditions  under which
they are required.



Item 6. Exhibits and Reports on Form 8-K.

     (a) Exhibits.

          99.1  Certification  of CEO  pursuant to 18 U.S.C.  Section  1350,  as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

          99.2  Certification  of CFO  pursuant to 18 U.S.C.  Section  1350,  as
          adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


     (b) Reports on Form 8 - K.

          No Reports on Form 8-K were filed during the quarter  ended  September
          30, 2002.


<PAGE>



                                   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 thereto duly authorized.


                                    ChrisKen Growth & Income L.P. II
                                    --------------------------------
                                              (Registrant)


                                    By:   ChrisKen Income Properties Inc., II
                                          Managing General Partner



Date: November 13, 2002             By:   /s/John F. Kennedy
                                          ---------------------------
                                          John F. Kennedy
                                          Director and President


<PAGE>


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, John F. Kennedy, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of ChrisKen  Growth &
Income L.P. II, a Delaware limited partnership;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and have: a) designed
such  disclosure  controls and  procedures to ensure that  material  information
relating to the registrant,  including its  consolidated  subsidiaries,  is made
known to us by others within those entities,  particularly  during the period in
which this quarterly report is being prepared; b) evaluated the effectiveness of
the registrant's  disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation  Date");  and
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):  a) all  significant  deficiencies  in the  design or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors any material weaknesses in internal controls;  and b) any
fraud, whether or not material,  that involves management or other employees who
have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002


John F. Kennedy
Chief Executive Officer
ChrisKen Income Properties, Inc. II
Managing General Partner
ChrisKen Growth & Income L.P. II



<PAGE>


          CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002




I, Robert Mayer, certify that:

1. I have reviewed  this  quarterly  report on Form 10-QSB of ChrisKen  Growth &
Income L.P. II, a Delaware limited partnership;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officers  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the  registrant  and have: a) designed
such  disclosure  controls and  procedures to ensure that  material  information
relating to the registrant,  including its  consolidated  subsidiaries,  is made
known to us by others within those entities,  particularly  during the period in
which this quarterly report is being prepared; b) evaluated the effectiveness of
the registrant's  disclosure controls and procedures as of a date within 90 days
prior to the filing date of this quarterly report (the "Evaluation  Date");  and
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on our  evaluation  as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):  a) all  significant  deficiencies  in the  design or  operation  of
internal  controls  which could  adversely  affect the  registrant's  ability to
record, process, summarize and report financial data and have identified for the
registrant's  auditors any material weaknesses in internal controls;  and b) any
fraud, whether or not material,  that involves management or other employees who
have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officers  and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: November 13, 2002


Robert Mayer
Chief Financial Officer
ChrisKen Income Properties, Inc. II
Managing General Partner
ChrisKen Growth & Income L.P. II