EXHIBIT 4.13
------------
(Arvida-II)



          SECOND AMENDMENT TO FORBEARANCE AGREEMENT
                             AND
         THIRD AMENDMENT TO MODIFICATION AGREEMENTS

------------------------------------------------------------------------

     THIS SECOND AMENDMENT TO FORBEARANCE AGREEMENT AND THIRD AMENDMENT
TO MODIFICATION AGREEMENTS (this "AMENDMENT") is made as of this 13th
day of May, 1997, by and among ARVIDA/JMB PARTNERS, L.P.-II, a Delaware
limited partnership ("BORROWER"), HEATHROW DEVELOPMENT ASSOCIATES, LTD.,
a Florida limited partnership ("HEATHROW PARTNERSHIP"), and EAGLE WATCH
PARTNERS, a Georgia general partnership ("EAGLE WATCH PARTNERSHIP"), on
the one hand, and BANK OF AMERICA ILLINOIS, an Illinois banking
corporation ("BAI"), formerly known as Continental Bank N.A. and
Continental Bank, in its capacitites as Managing Co-Agent and Lender
under the Co-Lenders.  Agreement for the benefit of the Lenders and
under the Amended and Restated Credit Agreement (as defined herein) and
as Agent and Lender under the Credit Agreement (as defined herein), and
BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, a national
banking association ("BA NT&SA") in its capacities as Co-Agent and
Lender under the Co-Lenders' Agreement for the benefit of the Lenders
and under the Amended and Restated Credit Agreement and as Lender under
the Credit Agreement, on the other hand, Borrower, Heathrow Partnership,
and Eagle Watch Partnership may be referred to herein collectively as
the "Borrower Parties".  BAI and BA NT&SA may be referred to herein
collectively as the "CO-LENDERS".

                          RECITALS

     A.   The Co-Lenders and Borrower have entered into the certain
Amended and Restated Credit Agreement dated as of June 23, 1992 (the
"AMENDED AND RESTATED CREDIT AGREEMENT"), pursuant to which, among other
things, (i) Borrower has executed and delivered certain promissory notes
in the aggregate principal amount of $130,698,161.30, and (ii) the
Borrower Parties have executed and delivered the "SECURITY DOCUMENTS,"
including the "MORTGAGES" (all as defined in the Amended and Restated
Credit Agreement).  The indebtedness and obligations of the Borrower
Parties under such notes and Security Documents are collectively
referred to as the "SENIOR OBLIGATIONS."

     B.   Co-Lenders and Borrower have entered into that certain
Credit Agreement dated as of June 23, 1992 (the "CREDIT AGREEMENT"),
pursuant to which, among other things, (i) Borrower has executed and
delivered certain promissory notes in the aggregate principal amount of
$14,301,838.70, and (ii) the Borrower parties have executed and
delivered certain mortgages, deeds of trust, and other security
instruments creating liens that are junior and subordinate in priority
to the liens of the Security Documents and Mortgages referred to in the
preceding paragraph.  The indebtedness and obligations of the Borrower
Parties under such notes, mortgages, deeds of trust and other security
instruments are collectively referred to as the "SUBORDINATE
OBLIGATIONS."  The Senior Obligations and the Subordinate Obligations
are sometimes hereinafter collectively called the "CREDIT FACILITIES."

     C.   The Co-Lenders and the Borrower Parties entered into that
certain Forbearance and Modification Agreement (Amended and Restated
Credit Agreement) dated March 21, 1995 (the "SENIOR FORBEARANCE AND
MODIFICATION AGREEMENT") modifying certain terms of the Amended and
Restated Credit Agreement and that certain Forbearance and Modification
Agreement (Credit Agreement) dated March 21, 1995 (the "SUBORDINATE
FORBEARANCE AND MODIFICATION AGREEMENT") modifying certain terms of the
Credit Agreement.  The Senior Forbearance and Modification Agreement the
Subordinate Forbearance and Modification Agreement have been modified by
certain letter agreements between the Co-Lenders and the Borrower
Parties dated October 3, 1995, October 31, 1995, March 28, 1996, June 3,
1996 and June 6, 1996.

     D.   The Senior Forbearance and Modification Agreement and the
Subordinate Forbearance and Modification Agreement were further amended
by that certain AMENDMENT TO FORBEARANCE AND MODIFICATION AGREEMENTS
dated September 24, 1996 (the "Previous Amendment"), pursuant to which
the Co-Lenders agreed, among other things, to forbear from exercising
certain rights and remedies for Borrower's Defaults until March 31,
1997.

     E.   The Borrower Parties' obligations under the Credit Agreement
and the Amended and Restated Credit Agreement remain in default.  The
agreement to forbear as set forth in the Previous Amendment has expired
and the Co-Lenders have no further obligation to continue to forbear. 
The Borrower Parties have requested an extension of the forbearance
period under the Previous Amendment to June 30, 1997, and the Co-Lenders
desire to grant such an extension.


                         AGREEMENTS

     NOW, THEREFORE, in consideration of the foregoing recitals, the
mutual covenants, agreements, representations and warranties set forth
herein, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties agree as
follows;

     SECTION 1.  AMENDMENT.

          (a)  TERMINATION DATE.  Subsection (i) of SECTION 1 (c) of
the Previous Amendment is hereby amended in its entirety to read as
follows:

               "(i) The close of business on June 30, 1997."

          (b)  NEW CASH FLOW PROJECTIONS.  The Cash Flow Projections
set forth on Exhibit I attached hereto shall be substituted for the Cash
Flow Projections attached as Exhibit A to the Previous Amendment.  All
references to "Cash Flow Projections" shall be deemed to refer to the
Cash Flow Projections attached hereto as Exhibit I.

          (c)  FORGIVENESS DATE.  The first sentence of Section 7(c)
of the Previous Amendment shall be revised to refer to "June 30, 1997,"
rather than "March 31, 1997," so that such sentence shall read as
follows:

          "(c) The Co-Lenders agree to forgive, waive and relinquish
all of the then unpaid principal balances of the Credit Facilities
together with all then accrued and unpaid interest thereon, all then
accrued and unpaid letter of credit fees and all other amounts then
owing and unpaid in respect of the Credit Facilities, upon the
Forgiveness Date (as defined below); provided, however, that if the
Forgiveness Date has not occurred by June 30, 1997, then the Co-Lenders'
obligations under this Section 7(c) shall terminate and the forgiveness,
waiver and relinquishment set forth in this Secion 7(c) shall be null
and void and of no force or effect; provided further, that the Co-
Lenders' agreement is made subject to the express condition subsequent
that Borrower shall fully and timely satisfy its obligations under
Section 7(d) below."

SECTION 2.  PRIOR AGREEMENTS:

     (a)  Except as modified hereby, the Forbearance Agreements, the
Credit Agreement, the Amended and Restated Credit Agreement, the
Previous Amendment and all other agreements between the Co-Lenders and
the Borrower Parties relating to the Senior Obligations and the
Subordinate Obligations (collectively, the "AMENDED AGREEMENT") shall
remain in full force and effect. 

     (b)  Notwithstanding any other provision hereof, Section 2.04 of
the Senior Forbearance and Modification Agreement shall remain in effect
and shall supersede any provision hereof.  Specifically, this Amendment
shall not constitute a written agreement granting to the Borrower
Parties any rights to the forbearance of the Co-Lenders.

SECTION 3. MISCELLANEOUS.

     (a)  This Amendment is subject to the provisions of Section 9.29
of the Forbearance Agreements.

     (b)  This Amendment may be executed in counterparts, and all
counterparts shall constitute but one and the same document.

     (c)  If any court of competent jurisdiction determines any
provisions of this Amendment to be invalid, illegal or unenforceable,
that portion shall be deemed severed from the remainder of this
Amendment and the remainder of this Amendment shall remain in full force
and effect as though such invalid, illegal or unenforceable portion had
never been a part of this Amendment.

     (d)  Time is of the essence of this Amendment and each and every
provision hereof.

     IN WITNESS WHEREOF, the parties have executed this Amendment as of
the date first written above.

                         ARVIDA/JMB PARTNERS, L.P.-II
                         a Delaware limited partnership

                         By:  Arvida/JMB Managers-II, Inc.,
                              General Partner

                              By:  s/Stephen A. Lovelette
                                   Name:  STEPHEN A. LOVELETTE
                                   Title:


                         HEATHROW DEVELOPMENT ASSOCIATES, LTD.,
                         a Florida limited partnership

                         By:  Arvida/JMB Partners, L.P.-II,
                              General Partner

                              By:  Arvida/JMB Managers-II, Inc.,
                                   General Partner

                              By:  s/Stephen A. Lovelette
                                   Name: STEPHEN A. LOVELETTE
                                   Title:


                         EAGLE WATCH PARTNERS,
                         a Georgia general partnership

                         By:  Arvida/JMB Partners, L.P.-II,
                              General Partner

                              By:  Arvida/JMB Managers-II, Inc.,
                                   General Partner

                              By:  s/Stephen A. Lovelette
                                   Name:  STEPHEN A. LOVELETTE
                                   Title:





                         BANK OF AMERICA ILLINOIS,
                         an Illinois banking corporation
                         in its capacity as Managing Co-Agent 

                         By:  s/Charles D. Graber
                              Name:  CHARLES D. GRABER
                              Title:  Vice President


                              BANK OF AMERICA ILLINOIS
                              an Illinois banking corporation
                              in all capacties hereunder other
                              than as Managing Co-Agent


                              By:  s/
                                   Name:
                                   Title:



                         BANK OF AMERICA NATIONAL TRUST 
                         AND SAVINGS ASSOCIATION,
                         a national banking association

                         By:  s/
                              Name:
                              Title:


                         By:  s/
                              Name:
                              Title:















































                          EXHIBIT I
                         ===========



                    CASH FLOW PROJECTIONS





















































<TABLE>
<CAPTION>
        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS

REVENUE:(000's) JULY        AUG       SEPT        OCT 
----------------------    ------     ------     ------
<S>            <C>        <C>        <C>        <C>
1  Heathrow 
    Waters Edge 
    SFR's           0          0          0          0
2  Heathrow
    Lakeside
    SFR's           0          0          0          0
3  Heathrow
    Water's
    Edge Lots       0          0          0          0
4  Heathrow
    Lakeside
    Lots            0          0          0          0
5  Heathrow
    Wyntree Lots-
    Retail          0          0          0          0
6  Heathrow 
    Stonebridge
    Lots-Retail     0          0          0          0
7  Heathrow
    Woods I Lots-
    Retail          0          0          0          0
8  Heathrow
    Woods II-Raw
    Land            0          0          0          0
9  Heathrow Tract
    26-Raw Land     0          0          0          0
10 Heathrow Tract
    5-Raw Land      0          0          0          0
11 Heathrow Raw
    Land-All Other  0         50          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Land & 
       SFR's        0         50          0          0
               ------     ------     ------     ------
12 Heathrow 
    Market
    Square         30         30      (120)         30
13 Heathrow
    Golf Club       0          0          0          0
14 Heathrow
    Sales
    Center          0          0          0          0
15 Heathrow
    Cable           0          0          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Operating 
       Property    30         30      (120)         30
               ------     ------     ------     ------
16 Wesmer SFR's     0          0         90          0
17 Wesmer Land      0          0          0          0
               ------     ------     ------     ------
     Subtotal
      Wesmore       0          0         90          0
               ------     ------     ------     ------





        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


REVENUE:(000's) JULY        AUG       SEPT        OCT 
----------------------    ------     ------     ------
18 Eagle Watch
    Lots-Retail
    (Atlanta)       0         30         30         30
19 Rock Creek
    Lots-Retail
    (Atlanta)       0          0          0          0
               ------     ------     ------     ------

     Subtotal
      Atlanta
      Projects      0         30         30         30
               ------     ------     ------     ------
20 Other Income     0          0          0          0
21 Talega           0          0          0          0
               ------     ------     ------     ------
Total Revenue      30        110          0         60
               ======     ======     ======     ======















































        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


REVENUE:(000's)  NOV        DEC        JAN        FEB 
----------------------    ------     ------     ------
1  Heathrow 
    Waters Edge 
    SFR's           0          0          0          0
2  Heathrow
    Lakeside
    SFR's           0          0          0          0
3  Heathrow
    Water's
    Edge Lots       0          0          0          0
4  Heathrow
    Lakeside
    Lots            0          0          0          0
5  Heathrow
    Wyntree Lots-
    Retail          0          0          0          0
6  Heathrow 
    Stonebridge
    Lots-Retail     0          0          0          0
7  Heathrow
    Woods I Lots-
    Retail          0          0          0          0
8  Heathrow
    Woods II-Raw
    Land            0          0          0          0
9  Heathrow Tract
    26-Raw Land     0          0          0          0
10 Heathrow Tract
    5-Raw Land      0          0          0          0
11 Heathrow Raw
    Land-All Other  0          0          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Land & 
       SFR's        0          0          0          0
               ------     ------     ------     ------
12 Heathrow 
    Market
    Square      5,000          0          0          0
13 Heathrow
    Golf Club       0          0          0          0
14 Heathrow
    Sales
    Center          0          0          0          0
15 Heathrow
    Cable           0          0          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Operating 
       Property 5,000          0          0          0
               ------     ------     ------     ------
16 Wesmer SFR's     0          0          0          0
17 Wesmer Land      0          0          0          0
               ------     ------     ------     ------
     Subtotal
      Wesmore       0          0          0          0
               ------     ------     ------     ------









        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


REVENUE:(000's)  NOV        DEC        JAN        FEB 
----------------------    ------     ------     ------
18 Eagle Watch
    Lots-Retail
    (Atlanta)       0          0          0          0
19 Rock Creek
    Lots-Retail
    (Atlanta)       0          0          0          0
               ------     ------     ------     ------

     Subtotal
      Atlanta
      Projects      0          0          0          0
               ------     ------     ------     ------
20 Other Income     0          0          0          0
21 Talega           0          0          0     11,000
               ------     ------     ------     ------
Total Revenue   5,000          0          0     11,000
               ======     ======     ======     ======














































        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


                         SUBTOTAL    ACTUALS          
REVENUES:(000's)  MAR     BUDGET     JUL-FEB      MAR 
----------------------    ------     ------     ------
1  Heathrow 
    Waters Edge 
    SFR's           0          0          0          0
2  Heathrow
    Lakeside
    SFR's           0          0          0          0
3  Heathrow
    Water's
    Edge Lots       0          0          0          0
4  Heathrow
    Lakeside
    Lots            0          0          0          0
5  Heathrow
    Wyntree Lots-
    Retail          0          0          0          0
6  Heathrow 
    Stonebridge
    Lots-Retail     0          0          0          0
7  Heathrow
    Woods I Lots-
    Retail          0          0          0          0
8  Heathrow
    Woods II-Raw
    Land            0          0          0          0
9  Heathrow Tract
    26-Raw Land     0          0          0          0
10 Heathrow Tract
    5-Raw Land      0          0          0          0
11 Heathrow Raw
    Land-All Other  0         50          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Land & 
       SFR's        0         50          0          0
               ------     ------     ------     ------
12 Heathrow 
    Market
    Square          0      4,970        209         30
13 Heathrow
    Golf Club       0          0         85          0
14 Heathrow
    Sales
    Center          0          0          0          0
15 Heathrow
    Cable           0          0          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Operating 
       Property     0      4,970        294         30
               ------     ------     ------     ------
16 Wesmer SFR's     0         90          0          0
17 Wesmer Land      0          0          0          0
               ------     ------     ------     ------
     Subtotal
      Wesmore       0         90          0          0
               ------     ------     ------     ------







        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


                         SUBTOTAL    ACTUALS          
REVENUES:(000's)  MAR     BUDGET     JUL-FEB      MAR 
----------------------    ------     ------     ------
18 Eagle Watch
    Lots-Retail
    (Atlanta)       0         90          0          0
19 Rock Creek
    Lots-Retail
    (Atlanta)       0          0          0          0
               ------     ------     ------     ------

     Subtotal
      Atlanta
      Projects      0         90          0          0
               ------     ------     ------     ------
20 Other Income     0          0        131          0
21 Talega           0     11,000         66          0
               ------     ------     ------     ------
Total Revenue       0     16,200        491         30
               ======     ======     ======     ======















































        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


FORECAST BUDGET                                SUBTOTAL
REVENUES:(000's) APR        MAY       JUNE      FORECAST
----------------------    ------     ------     ------
1  Heathrow 
    Waters Edge 
    SFR's           0          0          0          0
2  Heathrow
    Lakeside
    SFR's           0          0          0          0
3  Heathrow
    Water's
    Edge Lots       0          0          0          0
4  Heathrow
    Lakeside
    Lots            0          0          0          0
5  Heathrow
    Wyntree Lots-
    Retail          0          0          0          0
6  Heathrow 
    Stonebridge
    Lots-Retail     0          0          0          0
7  Heathrow
    Woods I Lots-
    Retail          0          0          0          0
8  Heathrow
    Woods II-Raw
    Land            0          0          0          0
9  Heathrow Tract
    26-Raw Land     0          0          0          0
10 Heathrow Tract
    5-Raw Land      0          0          0          0
11 Heathrow Raw
    Land-All Other  0          0          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Land & 
       SFR's        0          0          0          0
               ------     ------     ------     ------
12 Heathrow 
    Market
    Square         30         30      5,000      5,090
13 Heathrow
    Golf Club       0          0          0          0
14 Heathrow
    Sales
    Center          0          0          0          0
15 Heathrow
    Cable           0          0          0          0
               ------     ------     ------     ------
      Subtotal 
       Heathrow 
       Operating 
       Property    30         30      5,000      5,090
               ------     ------     ------     ------
16 Wesmer SFR's     0        100          0        100
17 Wesmer Land      0          0          0          0
               ------     ------     ------     ------
     Subtotal
      Wesmore       0        100          0        100
               ------     ------     ------     ------






        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


FORECAST BUDGET                                SUBTOTAL
REVENUES:(000's)  APR        MAY      JUNE      FORECAST
----------------------    ------     ------     ------
18 Eagle Watch
    Lots-Retail
    (Atlanta)       0         60          0         60
19 Rock Creek
    Lots-Retail
    (Atlanta)       0          0          0          0
               ------     ------     ------     ------

     Subtotal
      Atlanta
      Projects      0         60          0         60
               ------     ------     ------     ------
20 Other Income     0          0          0          0
21 Talega     *20,600          0          0     20,600
               ------     ------     ------     ------
Total Revenue  20,630        190      5,000     25,850
               ======     ======     ======     ======













































        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


EXPENSE:(000's) JULY        AUG       SEPT        OCT 
----------------------    ------     ------     ------
22 Lake 500A 
    Grading       160          5          0          0
23 Tract C-
     Roadway        0          0          0          0
               ------     ------     ------     ------
   Total
   Development    160          5          0          0
               ======     ======     ======     ======

24 Real Estate
    Taxes           0          0          0          0
25 Insurance       30          0          0         30
26 Marketing/
    Sales Office
    Expense         0          0          0          0
27 Homeowners
    Assoc. 
    Deficit         0          0          0          0
28 Eagle Watch
    Maintenance     3          3          3          3
29 Talega
    Maintenance    30         30         30         30
30 Audit & Tax      0          0          0          0
31 Warranty        10         10         10          0
               ------     ------     ------     ------
   Total 
   Indirects      233         48         43         63
               ------     ------     ------     ------
32 Litigation       0        175         50         50
33 Overhead        75         40         90         40
               ------     ------     ------     ------
Total Expenses    488         93        133        103
               ======     ======     ======     ======

Net Cash Flow   (438)         17      (133)       (43)
               ======     ======     ======     ======





























        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


EXPENSE:(000's)  NOV        DEC        JAN        FEB 
----------------------    ------     ------     ------
22 Lake 500A 
    Grading         0          0          0          0
23 Tract C-
     Roadway        0          0          0          0
               ------     ------     ------     ------
   Total
   Development      0          0          0          0
               ======     ======     ======     ======

24 Real Estate
    Taxes           0          0          0          0
25 Insurance        0          0         30          0
26 Marketing/
    Sales Office
    Expense         0          0          0          0
27 Homeowners
    Assoc. 
    Deficit         0          0          0          0
28 Eagle Watch
    Maintenance     0          0          0          0
29 Talega
    Maintenance    30         30         30          0
30 Audit & Tax      0         15         15         45
31 Warranty         0          0          0          0
               ------     ------     ------     ------
   Total 
   Indirects       30         45         75         45
               ------     ------     ------     ------
32 Litigation      50         50         50         50
33 Overhead        40         90         40         40
               ------     ------     ------     ------
Total Expenses     70        136        115         86
               ======     ======     ======     ======

Net Cash Flow   4,930      (136)      (115)     10,915
               ======     ======     ======     ======



























        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


                         SUBTOTAL    ACTUALS          
REVENUES:(000's)  MAR     BUDGET     JUL-FEB      MAR 
----------------------    ------     ------     ------

22 Lake 500A 
    Grading         0        165        150          0
23 Tract C-
     Roadway        0          0       (24)          0
               ------     ------     ------     ------
   Total
   Development      0        165        128          0
               ======     ======     ======     ======

24 Real Estate
    Taxes           0          0       (57)         81
25 Insurance        0         90         43          0
26 Marketing/
    Sales Office
    Expense         0          0        (1)          0
27 Homeowners
    Assoc. 
    Deficit         0          0          0          5
28 Eagle Watch
    Maintenance     0         12          7          0
29 Talega
    Maintenance     0        210        224         30
30 Audit & Tax     50        125         42         10
31 Warranty         0         30         19          5
               ------     ------     ------     ------
   Total 
   Indirects       50        832        403        141
               ------     ------     ------     ------
32 Litigation      50        525         81          0
33 Overhead       285        720        343         50
               ------     ------     ------     ------
Total Expenses    316      1,877        827        191
               ======     ======     ======     ======

Net Cash Flow   (316)     14,321      (336)      (191)
               ======     ======     ======     ======
























        ARVIDA/JMB PARTNERS II CASH FLOW PROJECTIONS


FORECAST BUDGET                                SUBTOTAL
REVENUES:(000's) APR        MAY       JUNE      FORECAST
----------------------    ------     ------     ------

22 Lake 500A 
    Grading         0          0          0          0
23 Tract C-
     Roadway        0          0          0          0
               ------     ------     ------     ------
   Total
   Development      0          0          0          0
               ======     ======     ======     ======

24 Real Estate
    Taxes           0          0          0         81
25 Insurance       20          0         10         30
26 Marketing/
    Sales Office
    Expense         0          0          0          0
27 Homeowners
    Assoc. 
    Deficit         0          0          0         15
28 Eagle Watch
    Maintenance     1          0          0          1
29 Talega
    Maintenance    30          0          0         60
30 Audit & Tax      0         15          0         25
31 Warranty         5          5          5         20
               ------     ------     ------     ------
   Total 
   Indirects       58         20         15        232
               ------     ------     ------     ------
32 Litigation     180         85        135        400
33 Overhead        16         16         56        138
               ------     ------     ------     ------
Total Expenses    262        121        206        770
               ======     ======     ======     ======

Net Cash Flow  20,378         69      4,794     25,080
               ======     ======     ======     ======

<FN>
--------------------
*Sale did not occur in April; It is anticipated to occur on or about May
30, 1997 with $19,000 in Revenues.

</TABLE>