SECURITIES AND EXCHANGE COMMISSION
                        Washington D.C.   20549



                               FORM 10-Q



              Quarterly Report Under Section 13 or 15(d)
                of the Securities Exchange Act of 1934




For the quarter ended September 30, 1996 Commission file number 0-19245





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




                Delaware                       58-1809884              
      (State of organization)         (IRS Employer Identification No.)




  900 N. Michigan Avenue., Chicago, IL           60611                 
(Address of principal executive office)         (Zip Code)             




Registrant's telephone number, including area code 312/440-4800




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 such a shorter period that
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.   Yes   X     No 








                           TABLE OF CONTENTS




PART I     FINANCIAL INFORMATION


Item 1.    Financial Statements . . . . . . . . . . . . . . .     3


Item 2.    Management's Discussion and 
           Analysis of Financial Condition and 
           Results of Operations. . . . . . . . . . . . . . .    16



PART II    OTHER INFORMATION


Item 1.    Legal Proceedings. . . . . . . . . . . . . . . . .    19


Item 3.    Defaults Upon Senior Securities. . . . . . . . . .    20


Item 6.    Exhibits and Reports on Form 8-K . . . . . . . . .    21






<TABLE>
PART I.  FINANCIAL INFORMATION

     ITEM 1.  FINANCIAL STATEMENTS

                                        ARVIDA/JMB PARTNERS, L.P.-II
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                                         CONSOLIDATED BALANCE SHEETS

                                  SEPTEMBER 30, 1996 AND DECEMBER 31, 1995

                                                 (UNAUDITED)


                                                   ASSETS
                                                   ------

<CAPTION>
                                                                           SEPTEMBER 30,    DECEMBER 31,
                                                                                1996           1995     
                                                                           -------------    ----------- 
<S>                                                                        <C>             <C>          

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . .      $   307,849      1,387,313 
Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . .          955,736      2,552,834 
Trade and other accounts receivable (net of allowance 
  for doubtful accounts of $77,009 at September 30, 1996 
  and $18,431 at December 31, 1995) . . . . . . . . . . . . . . . . . .          163,132      1,218,015 
Real estate inventories . . . . . . . . . . . . . . . . . . . . . . . .           48,115     10,766,333 
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . .        2,583,066      6,404,217 
Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . .          923,344      1,910,446 
                                                                            ------------   ------------ 
        Total assets. . . . . . . . . . . . . . . . . . . . . . . . . .     $  4,981,242     24,239,158 
                                                                            ============   ============ 

                            LIABILITIES AND PARTNERS' CAPITAL ACCOUNTS (DEFICITS)
                            -----------------------------------------------------

Liabilities:
 Bank overdrafts. . . . . . . . . . . . . . . . . . . . . . . . . . . .     $     61,508        550,666 
 Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .          123,621        450,129 
 Deposits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .           38,359      1,121,423 
 Accrued expenses and other liabilities . . . . . . . . . . . . . . . .       32,254,187     39,137,504 
 Amounts due to affiliates. . . . . . . . . . . . . . . . . . . . . . .        7,619,765      7,591,889 
 Notes and mortgages payable (in default) . . . . . . . . . . . . . . .       78,871,459    100,175,208 
                                                                            ------------   ------------ 

Commitments and contingencies 

       Total liabilities. . . . . . . . . . . . . . . . . . . . . . . .      118,968,899    149,026,819 
                                                                            ------------   ------------ 

Partners' capital accounts (deficits):
 General Partner and Associate Limited Partner:
   Capital contributions. . . . . . . . . . . . . . . . . . . . . . . .            2,000          2,000 
   Cumulative net loss. . . . . . . . . . . . . . . . . . . . . . . . .       (8,188,962)    (5,809,930)
   Cumulative cash distributions. . . . . . . . . . . . . . . . . . . .         (246,771)      (246,771)
                                                                            ------------   ------------ 
                                                                              (8,433,733)    (6,054,701)
                                                                            ------------   ------------ 
 Limited partners:
   Capital contributions, net of offering costs . . . . . . . . . . . .      209,753,671    209,753,671 
   Cumulative net loss. . . . . . . . . . . . . . . . . . . . . . . . .     (306,086,421)  (319,265,457)
   Cumulative cash distributions. . . . . . . . . . . . . . . . . . . .       (9,221,174)    (9,221,174)
                                                                            ------------   ------------ 
                                                                            (105,553,924)  (118,732,960)
                                                                            ------------   ------------ 
       Total partners' deficits . . . . . . . . . . . . . . . . . . . .     (113,987,657)  (124,787,661)
                                                                            ------------   ------------ 
       Total liabilities and partners' deficits . . . . . . . . . . . .     $  4,981,242     24,239,158 
                                                                            ============   ============ 

<FN>
           The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>




<TABLE>
                                        ARVIDA/JMB PARTNERS, L.P.-II
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                           THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)
<CAPTION>
                                                      THREE MONTHS ENDED           NINE MONTHS ENDED     
                                                         SEPTEMBER 30                 SEPTEMBER 30       
                                                  --------------------------  -------------------------- 
                                                       1996          1995          1996          1995    
                                                   -----------    ----------   -----------   ----------- 
<S>                                               <C>            <C>          <C>           <C>          
Revenues:
  Housing . . . . . . . . . . . . . . . . . . . .  $     --          953,318       140,810     6,037,570 
  Homesites . . . . . . . . . . . . . . . . . . .        --        1,312,845     1,244,069     6,071,945 
  Land and property . . . . . . . . . . . . . . .      225,000         --       20,285,819         --    
  Operating properties. . . . . . . . . . . . . .      220,059     1,342,172     3,101,190     4,150,019 
  Brokerage and other operations. . . . . . . . .      139,424       703,646       701,052     2,072,732 
                                                   -----------    ----------   -----------   ----------- 
          Total revenues. . . . . . . . . . . . .      584,483     4,311,981    25,472,940    18,332,266 

Cost of revenues:
  Housing . . . . . . . . . . . . . . . . . . . .        2,813     1,006,654       336,186     5,396,370 
  Homesites . . . . . . . . . . . . . . . . . . .       11,592       984,508     1,075,568     4,697,408 
  Land and property . . . . . . . . . . . . . . .        --            --       14,050,234         --    
  Operating properties. . . . . . . . . . . . . .      355,604     1,206,164     3,094,135     3,911,758 
  Brokerage and other operations. . . . . . . . .       46,471       568,951       581,265     1,905,550 
                                                   -----------    ----------   -----------   ----------- 
          Total cost of revenues. . . . . . . . .      416,480     3,766,277    19,137,388    15,911,086 

Gross operating profit. . . . . . . . . . . . . .      168,003       545,704     6,335,552     2,421,180 
Selling, general and administrative expenses. . .     (225,242)   (1,047,528)   (1,565,204)   (3,635,283)
                                                   -----------    ----------   -----------   ----------- 
          Net operating income (loss) . . . . . .      (57,239)     (501,824)    4,770,348    (1,214,103)

Interest income . . . . . . . . . . . . . . . . .        --           28,991        15,433       168,430 
Interest and real estate taxes, net . . . . . . .   (4,212,747)   (5,143,680)  (13,985,777)  (15,914,711)
                                                   -----------    ----------   -----------   ----------- 
          Net loss before extraordinary 
            item. . . . . . . . . . . . . . . . .   (4,269,986)   (5,616,513)   (9,199,996)  (16,960,384)
Extraordinary item:
  Gain due to forgiveness of interest . . . . . .   20,000,000         --       20,000,000         --    
                                                   -----------    ----------   -----------   ----------- 
          Net income (loss) . . . . . . . . . . .  $15,730,014    (5,616,513)   10,800,004   (16,960,384)
                                                   ===========    ==========   ===========   =========== 
             Loss before extraordinary 
              item per Limited Partner-
              ship Interest . . . . . . . . . . .  $    (17.36)       (19.52)       (28.26)       (48.33)
                                                   ===========    ==========   ===========   =========== 
             Net income (loss) per
              Limited Partnership
              Interest. . . . . . . . . . . . . .  $     67.16        (19.52)        56.26        (48.33)
                                                   ===========    ==========   ===========   =========== 


























<FN>
           The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>




<TABLE>
                                        ARVIDA/JMB PARTNERS, L.P.-II
                                           (A LIMITED PARTNERSHIP)
                                          AND CONSOLIDATED VENTURE

                                    CONSOLIDATED STATEMENT OF CASH FLOWS

                                NINE MONTHS ENDED SEPTEMBER 30, 1996 AND 1995

                                                 (UNAUDITED)

<CAPTION>
                                                                                 1996             1995    
                                                                             ------------     ----------- 
<S>                                                                         <C>              <C>          
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $ 10,800,004     (16,960,384)
Charges to net loss not requiring cash:
  Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .       283,551         384,208 
  Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . .        58,578          (2,909)
  Loss (gain) on disposition of property and equipment. . . . . . . . . . .     1,765,143          (2,702)
  Extraordinary gain due to forgiveness of interest . . . . . . . . . . . .   (20,000,000)          --    
Changes in:
  Restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,597,098      (2,697,780)
  Trade and other accounts receivable . . . . . . . . . . . . . . . . . . .       996,305         279,004 
  Real estate inventories:
    Additions to real estate inventories. . . . . . . . . . . . . . . . . .    (4,743,770)     (1,161,601)
    Cost of sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    15,461,988      10,093,778 
    Capitalized interest. . . . . . . . . . . . . . . . . . . . . . . . . .         --           (279,639)
    Capitalized real estate taxes . . . . . . . . . . . . . . . . . . . . .         --            (42,535)
  Prepaid expenses and other assets . . . . . . . . . . . . . . . . . . . .       923,648       2,899,326 
  Accounts payable, accrued expenses and other liabilities. . . . . . . . .    12,790,175      10,432,228 
  Deposits and unearned income. . . . . . . . . . . . . . . . . . . . . . .    (1,083,064)       (398,735)
  Amounts due to affiliates . . . . . . . . . . . . . . . . . . . . . . . .        27,876         428,570 
                                                                             ------------     ----------- 
          Net cash provided by operating activities . . . . . . . . . . . .    18,877,532       2,970,829 
                                                                             ------------     ----------- 
Investing activities:
  Proceeds from disposal of property and equipment. . . . . . . . . . . . .     1,835,911           2,702 
  Acquisitions of property and equipment. . . . . . . . . . . . . . . . . .         --           (180,641)
                                                                             ------------     ----------- 
          Net cash provided by (used in) investing activities . . . . . . .     1,835,911        (177,939)
                                                                             ------------     ----------- 
Financing activities:
  Payments of notes and mortgages payable . . . . . . . . . . . . . . . . .   (21,303,749)    (10,842,395)
  Repayments of bank overdrafts . . . . . . . . . . . . . . . . . . . . . .      (489,158)       (781,557)
                                                                             ------------     ----------- 
          Net cash used in financing activities . . . . . . . . . . . . . .   (21,792,907)    (11,623,952)
                                                                             ------------     ----------- 
Decrease in cash and cash equivalents . . . . . . . . . . . . . . . . . . .    (1,079,464)     (8,831,062)

Cash and cash equivalents, 
  beginning of year . . . . . . . . . . . . . . . . . . . . . . . . . . . .     1,387,313       9,526,271 
                                                                             ------------     ----------- 

Cash and cash equivalents, 
  end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  $    307,849         695,209 
                                                                             ============     =========== 

Supplemental disclosure of cash flow information:
  Cash paid for mortgage and other 
    interest, net of amounts capitalized. . . . . . . . . . . . . . . . . .  $     --               --    
                                                                             ============     =========== 
  Non-cash investing and financing activities . . . . . . . . . . . . . . .  $     --               --    
                                                                             ============     =========== 
















<FN>
           The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>




                     ARVIDA/JMB PARTNERS, L.P.-II
                        (A LIMITED PARTNERSHIP)
                       AND CONSOLIDATED VENTURE

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 

                      SEPTEMBER 30, 1996 AND 1995

                              (UNAUDITED)


     Readers of this quarterly report should refer to the Partnership's
audited financial statements for the fiscal year ended December 31, 1995,
which are included in the Partnership's 1995 Annual Report on Form 10-K
(File No. 0-19245) filed on March 25, 1996, as certain footnote disclosures
which would substantially duplicate those contained in such audited
financial statements have been omitted from this report.  Capitalized terms
used but not defined in this quarterly report have the same meanings as in
the Partnership's 1995 Annual Report.

GENERAL

     Capitalized Interest and Real Estate Taxes

     Interest, including the amortization of loan fees, of $7,976,346 and
$10,258,987 was incurred for the nine months ended September 30, 1996 and
1995, respectively, of which $0 and $279,639 was capitalized, respectively.

There were no interest payments made during the three and nine month
periods ended September 30, 1996 and 1995.  Interest, including the
amortization of loan fees, of $2,319,157 and $3,287,549 was incurred for
the three months ended September 30, 1996 and 1995, respectively, none of
which was capitalized.  The Partnership has not made the required monthly
interest payments on its credit facility since September 1994.

     Real estate taxes of $6,009,431 and $5,977,898 were incurred for the
nine months ended September 30, 1996 and 1995, respectively, of which $0
and $42,535 was capitalized, respectively.  Real estate tax payments of
$517,358 and $382,842 were made for the nine months ended September 30,
1996 and 1995, respectively.  Real estate taxes of $1,893,590 and
$1,856,131 were incurred for the three months ended September 30, 1996 and
1995, respectively, none of which were capitalized. Real estate tax
payments of $0 and $12,604 were made during the three months ended
September 30, 1996 and 1995, respectively. In addition, the Partnership
received $74,171 of real estate tax refunds (not included in the real
estate tax payments reported above) during the three months ended September
30, 1996. The preceding analysis of real estate taxes does not include real
estate taxes incurred or paid with respect to the Partnership's club
facilities and other operating properties as these taxes are included in
cost of revenues for operating properties.

     Property and Equipment and Other Assets

     Depreciation expense of $220,097 and $318,963 was incurred for the
nine month periods ended September 30, 1996 and 1995, respectively. 
Amortization of other assets of $63,454 and $65,245 was incurred for the
nine months ended September 30, 1996 and 1995, respectively.  Depreciation
expense of $40,602 and $102,087 was incurred for the three months ended
September 30, 1996 and 1995, respectively.  Amortization of other assets of
$9,149 and $692 was incurred for the three months ended September 30, 1996
and 1995, respectively.

CASH, CASH EQUIVALENTS AND RESTRICTED CASH

     There are no treasury bills or other short-term investments with
original maturity dates of three months or less included in cash and cash
equivalents at September 30, 1996 and December 31, 1995.  Included in
restricted cash are amounts restricted under various escrow agreements and
approximately $955,100 remaining from the original $3 million which was
deposited into a restricted collateral account in March 1995 pursuant to an
agreement between the Partnership and its lender.

NOTES AND MORTGAGES PAYABLE (IN DEFAULT)

     The Partnership's credit facilities consist of a $52.5 million term
loan, a $67.5 million term loan, a revolving line of credit of
approximately $14.3 million and approximately $4.3 million of outstanding
letters of credit securing performance obligations of the Partnership. 
There is also a $5 million letter of credit facility which secures
performance obligations of the Partnership.  At September 30, 1996,
approximately $11.4 million, $56.0 million and $11.5 million was
outstanding under the $52.5 million term loan, the $67.5 million term loan
and the revolving line of credit facility, respectively.

     For the nine month period ended September 30, 1996, the effective
interest rate for the combined term loans and the revolving line of credit 
facility was approximately 11.9% per annum.  The Partnership has not made
the required interest payments on its credit facilities since September
1994.  The amount of interest which remains payable at September 30, 1996
totals approximately $14.4 million.

     On October 31, 1995, the Partnership and its lender reached an
agreement to amend the March 1995 Forbearance Agreements agreeing to, among
other things, a new plan whereby the Partnership would attempt to sell its
remaining assets (other than the Talega Property) in accordance with set
minimum sales prices for each of the assets over the course of a six-month
period with payment of certain operational, development and marketing costs
to be made out of available funds in a restricted collateral account.  The
agreement was subject to the lender's continued forbearance from the
exercise of its remedies under the credit facilities and its right to cease
funding costs not yet then incurred.

     During September 1996, the Partnership and its lender agreed to
another amendment of the March 1995 Forbearance Agreement agreeing to,
among other things, a revised plan whereby the Partnership would sell its
remaining assets by no later than March 31, 1997.  This amended agreement
is subject to the lender's continued forbearance from the exercise of its
remedies under the credit facilities and its right to cease funding costs
not yet incurred.  Upon the execution of the amended agreement, the
Partnership's lender agreed to forgive, waive and cancel a portion of the
unpaid interest on the Partnership's credit facilities in the aggregate
amount of $20 million, of which $2 million was allocated to interest on the
revolving line of credit and $18 million was allocated to one of the term
loans.  The forgiveness of this interest is reflected as an extraordinary
gain on the accompanying Consolidated Statements of Operations for the
three and nine months ended September 30, 1996, and is the primary cause
for the decrease in Accrued expenses and other liabilities on the
accompanying Consolidated Balance Sheets at September 30, 1996 as compared
to December 31, 1995.  The amended agreement also includes the forgiveness,
by the Partnership's lender, of any remaining outstanding principal balance
and accrued interest on the Partnership's credit facilities upon the
satisfaction of certain specified conditions, including, among other
things, the sale of the Partnership's remaining real estate assets at
specified minimum prices, the payment of the net proceeds from such sales
to the Partnership's lender, and the assignment of any other net assets of
the Partnership to the lender.  However, if such specified conditions have
not occurred by March 31, 1997, the lender's obligations under such
agreement will terminate.

     Proceeds from the sales of housing units, homesites, land parcels and
other collateral securing the credit facilities, net of brokerage
commissions and certain other customary selling expenses are to be
delivered to the lender to be applied against the outstanding principal
balances on both of the term loans.  Through September 30, 1996, the
Partnership has remitted proceeds totalling approximately $40.2 million
from sales made after becoming subject to this requirement in September
1994.

     During June 1996, the Heathrow joint venture, in which the Partnership
is the managing general partner, closed on the sale of the remaining land,
the country club and certain related assets within the Partnership's
Heathrow Community.  This transaction is reflected in Land and property
operations on the accompanying Consolidated Statements of Operations.  This
sale is the primary cause for various significant changes on the
accompanying Consolidated Balance Sheets at September 30, 1996 as compared
to December 31, 1995 and on the accompanying Consolidated Statements of
Operations for the three and nine months ended September 30, 1996 as
compared to the same periods in 1995.  The net proceeds from this sale,
after prorations and closing costs, of approximately $18.4 million were
paid to the Partnership's lender and applied against the outstanding
principal balance on both of the Partnership's term loans.  The sale
resulted in a gain for financial reporting purposes and a loss for Federal
income tax purposes.

     During September 1996, the Partnership reached an agreement with an
unaffiliated third party for the sale of the Talega Property.  The closing
of the sale is subject to the satisfaction of various conditions, and there
can be no assurance that the sale will be consummated.  The proceeds from
such sale, if consummated, would be paid to the Partnership's lender and
applied against the outstanding principal balance on the Partnership's term
loans.  The sale, if consummated, would result in a gain for financial
reporting purposes and a loss for Federal income tax purposes during 1996.

     During April 1996, the Heathrow venture entered into a non-binding
letter of intent with an unaffiliated third party for the sale of the
retail shopping plaza at its Heathrow Community.  This letter of intent
subsequently expired by its terms without the sale of the shopping plaza
being consummated.  The Partnership continues to actively market this
Property for sale.

     Although there can be no assurance, the Partnership is currently
working to dispose of all of its remaining assets by December 31, 1996 in
accordance with the plan agreed upon with its lender.  The Partnership's
ability to dispose of all of its assets during 1996 is dependent upon,
among other things, the Partnership closing on the sale of its Talega
Property, as well as the Heathrow venture contracting for the sale, and
closing the sale of the shopping plaza at the Heathrow Community, by the
end of the year.  It is expected that any proceeds from the sale or other
disposition of such assets, in excess of the costs of sale and general and
administrative expenses attributable thereto, will be paid to the lender or
other creditors of the Partnership.  In addition, the Partnership is
currently involved in certain litigation, as discussed in Part II. Item 1.
Legal Proceedings in this report, to which reference is hereby made.  Upon
completion of the sale of the Partnership's remaining assets, the
Partnership expects to terminate.  However, the termination of the
Partnership could be delayed until resolution (or other acceptable
treatment) of the pending litigation.  The Holders of Interests should not
expect to receive any future distributions from the Partnership.

     The possibility still remains that the lender may pursue its remedies
under the credit facilities, including realizing upon substantially all of
the Partnership's remaining assets, which are collateral security for the
credit facilities.  These issues raise substantial doubt about the
Partnership's ability to continue as a going concern.  If the Partnership
is unable to continue as a going concern, it may be forced to dispose of
its Properties in a manner that would realize less than would be realized
under its current plan for an orderly disposition.  If this were to occur,
any proceeds received could be less than the current carrying values of the
Properties, resulting in the recognition of additional losses by the
Partnership.  The accompanying Consolidated Financial Statements do not
include any adjustments that might result from the outcome of this
uncertainty.

TRANSACTIONS WITH AFFILIATES

     The General Partner of the Partnership or its affiliates may be
reimbursed for their direct expenses or out-of-pocket expenses relating to
the administration of the Partnership and its assets.  For the nine months
ended September 30, 1996, the General Partner of the Partnership or its
affiliates were due reimbursements for such direct or out-of-pocket
expenditures in the amount of approximately $1,800, all of which was paid
as of September 30, 1996.  The total of such reimbursements for the nine
months ended September 30, 1995 was approximately $39,200.

     In addition, the General Partner and its affiliates are entitled to
reimbursements for salaries and salary-related costs relating to the
administration of the Partnership and the operation of the Partnership's
Properties.  Such costs were approximately $19,000 for the nine months
ended September 30, 1996, all of which was paid as of September 30, 1996. 
The total of such costs for the nine months ended September 30, 1995 was
approximately $47,700.

     The Partnership also receives reimbursements from, or reimburses,
affiliates of the General Partner for certain general and administrative
costs including, and without limitation, salary and salary-related costs
relating to work performed by employees of the Partnership and certain out-
of-pocket expenditures incurred on behalf of such affiliates.  The
Partnership was entitled to receive approximately $13,400 and $8,500 for
such costs for the nine months ended September 30, 1996 and 1995,
respectively, none of which was outstanding as of September 30, 1996.  In
addition, the Partnership was obligated to reimburse one of its affiliates
approximately $23,500 for the nine months ended September 30, 1995, for
costs incurred by the affiliate on behalf of the Partnership, none of which
was outstanding at September 30, 1996.

     The Partnership and Arvida/JMB Partners, L.P. (a publicly-held limited
partnership affiliated with the General Partner, "Arvida/JMB-I") each
employ project-related and administrative personnel who perform services on
behalf of both partnerships.  In addition, certain out-of-pocket
expenditures related to such services and other general and administrative
expenditures are incurred and charged to each partnership as appropriate. 
The Partnership reimburses or receives reimbursements from Arvida/JMB-I for
such costs (including salary and salary-related costs).  For the nine month
period ended September 30, 1996, the Partnership was obligated to reimburse
Arvida/JMB-I approximately $1,242,300.  At September 30, 1996,
approximately $27,400 was unpaid, all of which was paid as of November 4,
1996.  In addition, for the nine month period ended September 30, 1996, the
Partnership was entitled to receive approximately $113,700 from Arvida/JMB-
I, all of which was received as of September 30, 1996.  For the nine months
ended September 30, 1995, the Partnership was obligated to reimburse
Arvida/JMB-I approximately $839,500 and the Partnership was entitled to
receive reimbursements from Arvida/JMB-I of approximately $195,900.

     Arvida Company ("Arvida"), pursuant to an agreement with the
Partnership, provides development, construction, management and other
personnel and services to the Partnership for all of its projects and
operations.  Pursuant to such agreement, the Partnership reimburses Arvida
for all of its salary and salary-related costs incurred in connection with
work performed on behalf of the Partnership.  The total of such costs for
the nine month periods ended September 30, 1996 and 1995 were approximately
$177,000 and $692,900, respectively, all of which was paid as of September
30, 1996.  In addition, Arvida owed the Partnership approximately $1,900 at
September 30, 1996 resulting from an excess reimbursement, all of which was
received as of November 4, 1996.

     Pursuant to a requirement under the Partnership's credit facilities, a
portion of the reimbursements paid to Arvida and Arvida/JMB-I as well as
portions of the Partnership's insurance and loan refinancing costs incurred
in 1992 and 1993, have been funded on the Partnership's behalf by advances
from the General Partner.  Such advances, which do not bear interest,
totalled approximately $4,609,400 at September 30, 1996.  The repayment of
such advances is subordinated to the receipt by the Holders of Interests of
certain levels of return, and therefore is not expected to be made.  In
addition, the Partnership was entitled to receive approximately $12,900
from an affiliate of the General Partner for salary and salary-related
costs incurred by the Partnership on behalf of such affiliate of the
General Partner, all of which was outstanding as of September 30, 1996 and 

November 4, 1996.

     Prior to the sale during June 1996 of the remaining land within the
Heathrow Community, the Partnership incurred certain general and
administrative expenses, including insurance premiums, which were paid by
the Partnership on behalf of its affiliated homeowners associations.  The
Partnership receives reimbursements from the affiliates for such costs. 
For the nine month period ended September 30, 1996, the Partnership was
entitled to receive approximately $9,000 from such affiliates.  At
September 30, 1996, approximately $7,500 was owed to the Partnership, none
of which was received as of November 4, 1996.  For the nine months ended
September 30, 1995, the Partnership was entitled to receive approximately
$20,300 from such affiliates.

     Prior to the sale during June 1996 of the remaining land within the
Heathrow Community, Arvida provided development management services to the
Heathrow joint venture.  For the nine months ended September 30, 1996,
management fees of approximately $212,200 had been incurred, the payment of
which has been deferred.  The cumulative amount of such deferred management
fees as of September 30, 1996 was approximately $3,005,200.  Such deferred
fees do not bear interest and remain payable.  The ultimate payment of
these management fees is not expected to be made as it is subordinated to
certain levels of return to the Holders of Interests.

     In accordance with the Partnership Agreement, the General Partner and
Associate Limited Partner have deferred a portion of their distributions of
net cash flow from the Partnership totalling approximately $247,000.  This
amount, which does not bear interest, is not expected to be paid.

COMMITMENTS AND CONTINGENCIES

     As security for performance of certain development obligations,
including the Partnership's obligations with respect to the Santa Margarita
Water District, the Partnership is contingently liable under standby
letters of credit and bonds at September 30, 1996 for approximately
$2,590,500 and $428,000, respectively.

     The Partnership has been named a defendant in a lawsuit filed 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, breach of fiduciary duty,
fraud in the inducement and conspiracy to commit fraud in the inducement,
breach of the partnership agreement and rescission in connection with the
purchase and management of the Heathrow development.  Plaintiffs seek,
among other things, unspecified compensatory damages, the right to add a
claim for punitive damages, rescission, attorneys fees, costs, and such
other relief as the Court deems appropriate.  The Partnership believes that
the lawsuit is without merit and intends to vigorously defend itself in
this matter.

     On or before October 31, 1996, a lawsuit entitled Seagate At San
Clemente, L.L.C. v. Arvida/JMB Partners, L.P.-II, and does 1 through 20 was
filed in the Superior Court of the State of California for the County of
Orange.  In the verified complaint for specific performance of contract,
plaintiff claims that on October 10, 1996 it entered into an oral agreement
with the Partnership for the purchase of the Talega Property.  The
complaint purports to set forth the essential terms of the deal and claims
that plaintiff reasonably relied on various representations of the
Partnership in obtaining financing to close the alleged deal on October 31,
1996.  Plaintiff seeks a judgment against the Partnership that it execute
and deliver a complete conveyance of the Talega Property in accordance with
the parties' alleged agreement, costs, and such other relief as the court
may deem just and proper.  The plaintiff has filed a lis pendens on the
Property.  The Partnership believes that the action is without merit and
intends to defend itself vigorously in this matter.

     The Partnership has been advised by Merrill Lynch that various
investors of the Partnership have sought to compel Merrill Lynch to
arbitrate claims brought by certain investors of the Partnership, and has
been named as a respondent in various arbitrations, representing
approximately 11% of the total Interests outstanding.  These claimants have
sought and are seeking to arbitrate claims involving unspecified damages
based on Merrill Lynch's alleged violations of applicable state and/or
federal securities laws and alleged violations of the rules of the National
Association of Securities Dealers, Inc., together with pendent state law
claims.  The Partnership believes that Merrill Lynch has resolved some of
these claims through litigation and otherwise, and that Merrill Lynch is
defending other claims.  Merrill Lynch has asked the Partnership and its
General Partner to confirm an obligation of the Partnership and its General
Partner to indemnify Merrill Lynch in these claims against all loss,
liability, claim, damage and expense, including without limitation
attorney's fees and expenses, under the terms of a certain Agency Agreement
dated October 23, 1989 ("Agency Agreement") with the Partnership relating
to the sale of Interests through Merrill Lynch on behalf of the
Partnership.  The Agency Agreement generally provides that the Partnership
and its General Partner shall indemnify Merrill Lynch against losses
occasioned by an actual or alleged misstatement or omission of material
facts in the Partnership's offering material used in connection with the
sale of Interests and suffered by Merrill Lynch in performing its duties
under the Agency Agreement, under certain specified conditions.  The Agency
Agreement also generally provides, under certain conditions, that Merrill
Lynch shall indemnify the Partnership and its General Partner for losses
suffered by the Partnership and occasioned by certain specified conduct by
Merrill Lynch in the course of Merrill Lynch's solicitation of
subscriptions for, and sale of, Interests.  The Partnership is unable to
determine the ultimate investment of investors who have filed arbitration
claims as to which Merrill Lynch might seek indemnification in the future. 
At this time, and based upon the information presently available about the
arbitration statements of claims filed by some of these investors, the
Partnership and its General Partner believe that they have meritorious
defenses to demands for indemnification made by Merrill Lynch and intend to
vigorously pursue such defenses.  Although there can be no assurance
regarding the outcome of the claims for indemnification, at this time,
based on information presently available about such arbitration statements
of claims, the Partnership and its General Partner do not believe that the
demands for indemnification by Merrill Lynch will have a material adverse
effect on the financial condition of the Partnership.

     In addition, the Partnership could potentially be liable for certain
amounts incidental to other matters, the amount of which could be
substantial.

TAX-EXEMPT BOND FINANCING

     In connection with the development of Talega (which was suspended
during 1990), the Partnership has utilized bond financing to construct
certain on-site and off-site water and sewer infrastructure improvements
which the Partnership would otherwise be obligated to finance and construct
as a condition to obtain certain approvals for the project.  As of
September 30, 1996, $58,350,000 of the bonds were outstanding. 
Approximately $46.5 million of proceeds from the sale of bonds was expended
by the District on infrastructure improvements through September 30, 1996. 
The Partnership has not made any of the required payments to the District 
for assessments to pay principal and interest on the bonds or standby
charges and operating expenses of the District since July 1994 when the
District drew down an $11.4 million letter of credit which served as
additional collateral securing payments of assessments attributable to
principal and interest due on bonds.  As discussed above, the Partnership
has reached an agreement with an unaffiliated third party for the sale of
its Talega Property.  One condition of such sale is the satisfactory
release of the Partnership's obligation under such bonds, subject to the
payment by the Partnership of certain past-due amounts and prorated items
related to such bonds.  The payment of these items would be made from the
proceeds of the sale of the Property.

ADJUSTMENTS

     In the opinion of the General Partner, all adjustments (consisting of
normal recurring adjustments) necessary for a fair presentation have been
made to the accompanying consolidated financial statements as of September
30, 1996 and December 31, 1995 and for the three and nine month periods
ended September 30, 1996 and 1995 (assuming the Partnership continues as a
going concern).






PART I.  FINANCIAL INFORMATION

     ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
              FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Reference is made to the notes to the accompanying consolidated
financial statements ("Notes") contained in this report for additional
information concerning certain of the Partnership's investments.

     As discussed below, there is substantial doubt about the Partnership's
ability to continue as a going concern.

     At September 30, 1996 and December 31, 1995, the Partnership had cash
and cash equivalents of approximately $307,800 and $1,387,300,
respectively.  Bank overdrafts representing checks in transit of
approximately $61,500 and $551,000 at September 30, 1996 and December 31,
1995, respectively, were repaid from cash on hand in October and January
1996, respectively.  Remaining cash and cash equivalents were available for
working capital requirements.  The Partnership had suspended cash
distributions to its Partners in late 1990 due to, among other things,
deteriorating market conditions.  The Partnership has been unable to
reinstate distributions due to its financial condition and the operations
of its Properties, which are also discussed more fully below.  In addition,
the Partnership is currently in default of the terms of its credit
facilities and a default has been asserted concerning Tax-Exempt Bond
Financing.  The source of the Partnership's liquidity is dependent upon its
lender continuing to forbear from exercising its remedies under the
Partnership's credit facility agreements and permitting the Partnership to
use funds in a restricted cash collateral account and certain sales
proceeds to finance the Partnership's limited operations, as more fully
discussed in Part II - Item 3. (Defaults upon Senior Securities).

     During June 1996, the Heathrow joint venture, in which the Partnership
is the managing general partner, closed on the sale of the remaining land,
the country club and certain related assets within the Partnership's
Heathrow Community. This transaction is reflected in Land and property
operations on the accompanying Consolidated Statements of Operations.  This
sale is the primary cause for various significant changes on the
accompanying Consolidated Balance Sheets at September 30, 1996 as compared
to December 31, 1995 and on the accompanying Consolidated Statements of
Operations for the three and nine month periods ended September 30, 1996 as
compared to the same periods in 1995.  The net proceeds from this sale,
after prorations and closing costs, of approximately $18.4 million were
paid to the Partnership's lender and applied against the outstanding
principal balances on both of the Partnership's term loans.  The sale
resulted in a gain for financial reporting purposes and a loss for Federal
income tax purposes in 1996.

     On October 31, 1995, the Partnership and its lender reached an
agreement to amend the March 1995 Forbearance Agreements agreeing to, among
other things, a new plan whereby the Partnership would attempt to sell its
remaining assets (other than the Talega Property) in accordance with set
minimum sales prices for each of the assets over the course of a six-month
period with payment of certain operational, development and marketing costs
to be made out of available funds in a restricted collateral account.  The
agreement was subject to the lender's continued forbearance from the
exercise of its remedies under the credit facilities and its right to cease
funding costs not yet then incurred.

     During September 1996, the Partnership and its lender agreed to
another amendment of the March 1995 Forbearance Agreement agreeing to,
among other things, a revised plan whereby the Partnership would sell its
remaining assets by no later than March 31, 1997.  Upon the execution of
the amended agreement, the Partnership's lender agreed to forgive, waive
and cancel a portion of the unpaid interest on the Partnership's credit
facilities in the aggregate amount of $20 million, of which $2 million was
allocated to interest on the revolving line of credit and $18 million was
allocated to one of the term loans.  The forgiveness of this interest is
reflected as an extraordinary gain on the accompanying Consolidated
Statements of Operations for the three and nine months ended September 30,
1996, and is the primary cause for the decrease in accrued expenses and
other liabilities on the accompanying Consolidated Balance Sheets at
September 30, 1996 as compared to December 31, 1995.  The amended agreement
also includes the forgiveness, by the Partnership's lender, of any
remaining outstanding principal balance and accrued interest on the
Partnership's credit facilities upon the satisfaction of certain specified
conditions, including, among other things, the sale of the Partnership's
remaining real estate assets at specified minimum prices, the payment of
the net proceeds from such sales to the Partnership's lender, and the
assignment of any other net assets of the Partnership to the lender. 
However, if such specified conditions have not occurred by March 31, 1997,
the lender's obligations under such agreement will terminate.

     During October 1996, the Partnership reached an agreement with an
unaffiliated third party for the sale of the Talega Property.  The  closing
of the sale is subject to the satisfaction of various conditions.  The
proceeds from such sale, if consummated, would be paid to the Partnership's
lender and applied against the outstanding principal balance on the
Partnership's term loans.  The sale, if consummated, would result in a gain
for financial reporting purposes and a loss for Federal income tax purposes
during 1996.

     During April 1996, the Partnership entered into a non-binding letter
of intent with an unaffiliated third party for the sale of the retail
shopping plaza at its Heathrow Community.  This letter of intent
subsequently expired by its terms without the sale of the shopping plaza
being consummated.  The Partnership continues to actively market this
Property for sale.

     Although there can be no assurance, the Partnership is currently
working to dispose of all of its remaining assets by December 31, 1996 in
accordance with the plan agreed upon with its lender.  The Partnership's
ability to dispose of all of its assets during 1996 is dependent upon,
among other things, the Partnership closing on the sale of its Talega
Property by the end of the year, as well as the Heathrow venture
contracting for the sale, and closing the sale, of the shopping plaza at
the Heathrow Community.  It is expected that any proceeds from the sale or
other disposition of such assets, in excess of the costs of sale and
general and administrative expenses attributable thereto, will be paid to
the lender or other creditors of the Partnership.  In addition, the
Partnership is currently involved in certain litigation, as discussed in
Part II. Item 1. Legal Proceedings in this report, to which reference is
hereby made.  Upon completion of the sale of the Partnership's remaining
assets, the Partnership expects to terminate.  However, termination of the
Partnership could be delayed until resolution (or other acceptable
treatment) of the pending litigation.  Holders of Interests should not
expect to receive any future distributions from the Partnership.

     The possibility still remains that the lender may pursue its remedies
under the credit facilities, including realizing upon substantially all of
the Partnership's remaining assets, which are collateral security for the
credit facilities.  These issues raise substantial doubt about the
Partnership's ability to continue as a going concern.  If the Partnership
is unable to continue as a going concern, it may be forced to dispose of
its Properties in a manner that would realize less than would be realized
under its current plan for an orderly disposition.  If this were to occur,
any proceeds received could be less than the current carrying values of the
Properties, resulting in the recognition of additional losses by the
Partnership.  The accompanying Consolidated Financial Statements do not
include any adjustments that might result from the outcome of this
uncertainty.

RESULTS OF OPERATIONS

     Due to the Partnership's financial condition and the sale of the
remaining land, the country club and certain related assets within the
Partnership's Heathrow Community during June 1996, the results of
operations for the three and nine months ended September 30, 1996 reflect
the limited activity of its remaining assets.

     Housing revenues for the three and nine months ended September 30,
1996 have been negatively impacted by the prohibition placed on the
Partnership by its lender regarding the construction of new homes within
Heathrow.  All construction of the homes for which the lender agreed to
advance funds has been completed.  During the nine months ended September
30, 1996, the Partnership closed on one housing unit in its Heathrow
Community.  Due to the sale of the Partnership's Heathrow Community, as
discussed above, no units remain in inventory as of September 30, 1996.

     The decrease in homesite revenues for the nine months ended September
30, 1996 as compared to the same period in 1995 is due to a decrease in the
availability of lots for sale at the Partnership's Heathrow and Atlanta
Communities.  The Partnership generated homesite revenues for the nine
months ended September 30, 1996 from 20 lot closings within these
Communities.  Three lots remain unsold at the Partnership's Eagle Watch
Community.  The decline in the gross operating profit margin for the nine
months ended September 30, 1996 as compared to the same period in 1995 is
due primarily to the reduction in the number of closings of higher margin
product at the Partnership's Heathrow Community.

     Land and property revenues for the nine months ended September 30,
1996 were generated primarily from the sale of the remaining land, the
country club and certain related assets within the Partnership's Heathrow
Community, as discussed above.  Land and property revenues for the three
months ended September 30, 1996 represent the deposit retained by the
Partnership in connection with the agreement entered into in March 1996 for
the sale of the Talega Property.  This contract subsequently expired by its
terms without the sale of the Property being consummated.

     Revenues from operating properties decreased for the three and nine
months ended September 30, 1996 as compared to the same periods in 1995 due
primarily to the June 1996 sale of the country club and cable operations
within the Partnership's Heathrow Community, as discussed above.

     Brokerage revenues decreased for the three and nine months ended
September 30, 1996 as compared to the same periods in 1995 due primarily to
the sale of the remaining land in the Partnership's Heathrow Community as
well as a reduction in the number of closings of homes built by
unaffiliated third-party builders within the Partnership's Eagle Watch
Community.

     Selling, general and administrative expenses continued to decrease
during the three and nine months ended September 30, 1996 as compared to
the same periods in 1995 due primarily to a reduction in marketing and
administrative costs incurred, which is a direct result of the restrictions
placed on development and construction by the Partnership's lender, and the
Partnership's current financial condition.

     Interest and real estate taxes decreased for the three and nine months
ended September 30, 1996 as compared to the same periods in 1995 due
primarily to a decrease in the average amount of borrowings outstanding
during the period.






PART II. OTHER INFORMATION

     ITEM 1.  LEGAL PROCEEDINGS

     The Partnership has been named a defendant in a lawsuit filed 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, breach of fiduciary duty,
fraud in the inducement and conspiracy to commit fraud in the inducement,
breach of the partnership agreement and rescission in connection with the
purchase and management of the Heathrow development.  Plaintiffs seek,
among other things, unspecified compensatory damages, the right to add a
claim for punitive damages, rescission, attorneys fees, costs, and such
other relief as the Court deems appropriate.  The Partnership believes that
the lawsuit is without merit and intends to vigorously defend itself in
this matter.

     On or before October 31, 1996, a lawsuit entitled Seagate At San
Clemente, L.L.C. v. Arvida/JMB Partners, L.P.-II, and does 1 through 20 was
filed in the Superior Court of the State of California for the County of
Orange.  In the verified complaint for specific performance of contract,
plaintiff claims that on October 10, 1996 it entered into an oral agreement
with the Partnership for the purchase of the Talega Property.  The
complaint purports to set forth the essential terms of the deal and claims
that plaintiff reasonably relied on various representations of the
Partnership in obtaining financing to close the alleged deal on October 31,
1996.  Plaintiff seeks a judgment against the Partnership that it execute
and deliver a complete conveyance of the Talega Property in accordance with
the parties' alleged agreement, costs, and such other relief as the court
may deem just and proper.  The plaintiff has filed a lis pendens on the
Property.  The Partnership believes that the action is without merit and
intends to defend itself vigorously in this matter.

     The Partnership is not subject to any other material pending legal
proceedings, other than ordinary litigation incidental to the business of
the Partnership.  However, reference is made to Notes for a discussion of
certain claims asserted by Merrill Lynch for indemnification by the
Partnership and the General Partner in connection with claims for
arbitration filed by certain investors in the Partnership.

     ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     The Partnership's $67.5 million term loan has a certain loan-to-value
covenant relative to the Partnership's Talega Property.  Based upon an
independent appraisal of Talega which was prepared on behalf of the
Partnership's lender, the Partnership has not been in compliance with this
covenant.  On March 4, 1994, pursuant to the terms of this loan-to-value
covenant, the Partnership received a notice of default from its lender. 
The Partnership was required to make a term loan  payment, including
accrued interest, of approximately $59 million in order to cure this
default.  The Partnership did not have the funds to make such payment.  In
addition, the Partnership's credit facilities matured on December 30, 1994.

However, the Partnership did not have the funds to pay off the balances
outstanding under the credit facilities.  The Partnership has not made the
required interest payments on its credit facilities since September 1994. 
The aggregate amount outstanding, including principal and all accrued and
unpaid interest, on the Partnership's term loans and revolving line of
credit at September 30, 1996 is approximately $93.3 million.  In addition,
as of September 30, 1996, the Partnership is liable under standby letters
of credit for approximately $2,590,500.  To date, the Partnership's lender
has not pursued all of its remedies under the credit facility agreements
relative to these defaults, which could include, among other things, the
lender realizing upon its security interest in the Partnership's
Properties.  In March 1995, the Partnership and its lender entered into
Forbearance Agreements pursuant to which, among other things, $3 million
was deposited in a restricted collateral account to pay direct operational
costs and general and administrative expenses of the Partnership's limited
operations, subject to the approval of the lender of such costs and
expenses and its continued forbearance from the exercise of its other
remedies under the credit facility agreements.  The Forbearance Agreement
was modified on October 31, 1995 and September 24, 1996.  Upon the
execution of the September 24, 1996 amended agreement, the Partnership's
lender agreed to forgive, waive and cancel a portion of the unpaid interest
on the Partnership's credit facilities in the aggregate amount of $20
million, of which $2 million was allocated to interest on the revolving
line of credit and $18 million was allocated to one of the term loans.  The
Partnership is currently operating under a plan currently being negotiated
to dispose of its remaining assets by no later than March 31, 1997.  It is
expected that any proceeds from the sale or other disposition of such
assets, in excess of the costs and general and administrative expenses
attributable thereto, will be paid to the lender or other creditors of the
Partnership.  Reference is made to Part I. Financial Information, Item 2.
Management's Discussion and Analysis of Financial Condition and Results of
Operations for a further discussion of the Partnership's liquidity and
capital resources.

     ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

  (a)       Exhibits

    3.      Amended and Restated Agreement of Limited Partnership
incorporated herein by reference.*

    4.1.    Assignment Agreement by and among the Partnership, the General
Partner, the Initial Limited Partner and the Holders of Interests
incorporated herein by reference.*

    4.2.    $225 million Credit Agreement dated April 15, 1990 between
Arvida/JMB Partners, L.P.-II and Continental Bank N.A. and Bank of America
National Trust and Savings Association is incorporated herein by
reference.**

    4.3.    Amended and Restated Credit Agreement dated June 23, 1992
between Arvida/JMB Partners, L.P.-II and Continental Bank N.A. and Bank of
America National Trust and Savings Association is incorporated herein by
reference.**

    4.4.    Various mortgages and other security interests dated April 30,
1992 related to Arvida/JMB Partners, L.P.-II's Heathrow, Talega, Wesmere,
Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and SouthRidge Lakes
properties which secure loans under the Amended and Restated Credit
Agreement referred to in Exhibit 4.3 are incorporated herein by
reference.**

    4.5.    Revolving Loan and Letter of Credit Facility Credit Agreement
dated June 23, 1992 between Arvida/JMB Partners, L.P.-II and Continental
Bank N.A. and Bank of America National Trust and Savings Association is
incorporated herein by reference.**

    4.6.    Various mortgages and other security interests dated June 23,
1992 related to Arvida/JMB Partners, L.P.-II's Heathrow, Talega, Wesmere,
Wycliffe, Eagle Watch, Burnt Hickory Lakes, Rock Creek and SouthRidge Lakes
properties which secure loans under the Revolving Loan and Letter of Credit
Facility Credit Agreement referred to in Exhibit 4.5 are incorporated
herein by reference.**

    4.7.    Interim Bank Letter Agreement dated March 25, 1992 between
Arvida/JMB Partners, L.P.-II and Continental Bank N.A., Bank of America
National Trust and Savings Association, and Unibank is incorporated herein
by reference.**

    4.8.    Promissory Note effective July 1, 1992 between Arvida/JMB
Partners, L.P.-II and Arvida/JMB Managers-II, Inc. is herein incorporated
by reference. ****

    4.9.    Letter dated September 20, 1994 from the Partnership to Bank
of America regarding the Partnership's acknowledgement that all proceeds
from the sale of Collateral shall be delivered immediately to Co-Lenders is
herein incorporated by reference to Exhibit 4.9 to the Partnership's Report
on Form 10-Q (File No. 0-19245) filed on  November 11, 1994.

    4.10.   Forbearance and Modification Agreement (Credit Agreement)
dated March 21, 1995 by and among Arvida/JMB Partners, L.P.-II, Heathrow
Development Associates, Ltd., Eagle Watch Partners, Bank of America
Illinois and Bank of America National Trust and Savings Association is
incorporated herein by reference. *****

    4.11.   Forbearance and Modification Agreement (Amended and Restated
Credit Agreement) dated March 21, 1995 by Amendment of Forbearance and
Modification Agreement dated September 24, 1996 is incorporated herein by
reference. *****

    4.12.   Letter Agreement dated October 31, 1995 supplementing
Forbearance Agreements with Lenders is herein incorporated by
reference.******

    4.13    Amendment of Forbearance and Modification Agreement dated
September 24, 1996 is filed herewith.

    10.1.   Management, Advisory and Supervisory Agreement between the
Partnership and Arvida Company is herein incorporated by reference.**

    10.2.   Revolving Credit Agreement dated September 27, 1989 between
Arvida/JMB Partners, L.P.-II and Continental Bank N.A. is incorporated
herein by reference.***

    10.3.   First Amendment Credit Agreement dated December 21, 1989 to
the Credit Agreement dated May 5, 1989 between Arvida/JMB Partners, L.P.-II
and Continental Bank N.A. is incorporated herein by reference.*** 

    10.4.   Second Amendment Credit Agreement dated January 31, 1990 to
the Credit Agreement dated May 5, 1989 between Arvida/JMB Partners, L.P.-II
and Continental N.A. is incorporated herein by reference.***

    10.5.   Credit Agreement dated May 5, 1989 between Arvida Talega
Limited Partnership and Continental Bank N.A. is incorporated herein by
reference.***

    10.6.   First Amendment Credit Agreement dated December 21, 1989 to
the Revolving Credit Agreement dated September 27, 1989 between Arvida/JMB
Partners, L.P.-II and Continental Bank N.A. is incorporated herein by
reference.***

    10.7.   First Amended and Restated Limited Partnership Agreement of
Heathrow Development Associates, Ltd. and Assignment of Partnership
Interests dated January 17, 1990 are herein incorporated by reference.**

    10.8.   Amended and Restated Heathrow Management Agreement dated
January 17, 1990 is herein incorporated by reference.**

    10.9.   Eagle Watch Partners General Partnership Agreement dated
December 27, 1989 is herein incorporated by reference.**

    10.10.  Letter of Credit Agreement dated July 27, 1990 between
Arvida/JMB Partners, L.P.-II and Santa Margarita Water District regarding
collateral for Tax-Exempt Bond Financing is herein incorporated by
reference.**

    10.11.  Agreement for the Payment of the Diemer Intertie Sublease
Payments, Principal and Interest of Bonds of Improvement District No. 7 and
Annual Budget Deficits Between Arvida/JMB Partners, L.P.-II and Santa
Margarita Water District dated January 15, 1990 is herein incorporated by
reference.*

    10.12.  Sale and Purchase Agreement dated August 3, 1993 by and
between EW Golf Club, L.P., Eagle Watch Partners and Cloverleaf
Investments, Inc. for the sale of the club facilities and other assets of
the Eagle Watch Golf Club is herein incorporated by reference.****

    10.13.  Stipulation and Settlement dated October 19, 1993 and Final
Judgement and Order dated March 31, 1994 pertaining to the class action
lawsuit is incorporated herein by reference.****

    10.14.  Agreement for Purchase and Sale dated August 14, 1995 by and
between Arvida/JMB Partners, L.P.-II and Heritage Development South, Inc.
for the sale of certain real property within the Wesmere Community is
incorporated herein by reference.******

    10.15.  Agreement for Sale and Purchase of Real Property dated March
22, 1996 among Heathrow Development Associates, Ltd., Heathrow Cable
Limited Partnership and Associates and Country Club, L.P. and 4/46A
Corporation for the sale of the remaining land and certain related assets
within the Heathrow Community is incorporated herein by reference to
Exhibit 10.15 to the Partnership's report for March 31, 1996 on Form 10-Q
(File No. 0-19245) filed with the Securities and Exchange Commission dated
May 10, 1996.

    10.16.  Agreement for Purchase and Sale of Real Property dated October
25, 1996 by and between Arvida/JMB Partners, L.P.-II and Starwood/Talega
Associates, L.L.C. for the sale of certain real property within the Talega
Property is filed herewith.

    *     Previously filed with the Securities and Exchange Commission as
Exhibit 3., 4.1 and 10.11 to the Partnership's Form 10-K (File No. 0-19245)
filed on April 12, 1993 and incorporated herein by reference.

    **    Previously filed with the Securities and Exchange Commission as
Exhibits 4.2, 4.3, 4.4, 4.5, 4.6, 4.7, 10.1, 10.7, 10.8, 10.9 and 10.10,
respectively, to the Partnership's Form 10-K Report (File No. 0-19245)
filed on April 13, 1992 and are herein incorporated by reference.

    ***   Previously filed with the Securities and Exchange Commission as
Exhibits 10.2, 10.3, 10.4, 10.5 and 10.6 to the Partnership's Form 10-K
Report (File No. 0-19245) under the Securities Act of 1934 filed on March
28, 1990 and incorporated herein by reference.

    ****  Previously filed with the Securities and Exchange Commission as
Exhibits 4.8, 10.12 and 10.13, respectively, to the Partnership's Form 10-K
(File No. 0-19245) filed on April 13, 1994 and incorporated herein by
reference.

    ***** Previously filed with the Securities and Exchange Commission as
Exhibits 4.9 and 4.10, respectively, to the Partnership's Form 10-Q (File
No. 0-19245) filed on November 9, 1995 and incorporated herein by
reference.

    ****** Previously filed with the Securities and Exchange Commission as
Exhibits 4.12, 10.14 and 10.15, respectively, to the Partnership's Form 10-
K Report (File No. 0-19245) under the Securities Act of 1934 filed on March
25, 1996 and incorporated herein by reference.


  (b)       No reports on Form 8-K have been filed during the last quarter
of the period covered by this report.






                              SIGNATURES



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



                ARVIDA/JMB PARTNERS, L.P.-II

                BY:   Arvida/JMB Managers-II, Inc.
                      (The General Partner)


                      By:   GAILEN J. HULL
                            Gailen J. Hull, Vice President
                      Date: November 8, 1996


     Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following person in the capacity
and on the date indicated.




                            GAILEN J. HULL
                            Gailen J. Hull, Principal Accounting Officer
                      Date: November 8, 1996