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

                                  FORM 10-QSB/A

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

                  For the quarterly period ended March 31, 2002

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


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


                         Commission File Number 0-20129


                         ChrisKen Growth & Income L.P.II

            (Exact name of small business issuer as Specified in its
                       certificate of Limited partnership)

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


345 North Canal Street, Chicago, Illinois                60606
--------------------------------------------------------------------------------
(Address of principal executive offices)               (Zip Code)

(312) 454-1626
--------------------------------------------------------------------------------
(Issuer's telephone number)



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


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


Yes       X     No
         ---        ---


<PAGE>



                     CHRISKEN PARTNERS CASH INCOME FUND L.P.

This  amendment  number 1 amends the following  items of the Form 10-QSB for the
three months ended March 31, 2002.

                                      INDEX


PART I Financial Information

     Item 1. Consolidated Financial Statements (Unaudited)

               Condensed  Consolidated  Statement of  Partners'  Capital for the
               Three Months Ended March 31, 2002

               Condensed  Consolidated  Statements  of Cash  Flows for the Three
               Months Ended March 31, 2002 and 2001

                         PART 1 - Financial Information

Item 1. Financial Statements

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

              Condensed Consolidated Statement of Partners' Capital

                        Three months ended March 31, 2002
                                   (Unaudited)



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

Balance at January 1, 2002              -           $272,487         $272,487
Net income                              -            (34,158)         (34,158)
                             ---------------------------------------------------
Balance at March 31, 2002               -           $238,329         $238,329
                             ===================================================



<PAGE>



                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)


<TABLE>
<CAPTION>
<S>                                                                                   <C>              <C>
                                                                                      Three Months Ended
                                                                                           March 31
                                                                                      2002           2001
                                                                                -------------------------------

Cash flows from operating activities
Net income (loss)                                                                     $(34,158)        $13,594
Adjustments to reconcile net (loss) income to net cash flows provided by
   operating activities:
     Depreciation                                                                       78,659          73,989
     Amortization                                                                        4,877           4,877
     Net changes in operating assets and liabilities:
       Increase in real estate taxes and other escrows                                 (23,526)        (22,695)
         (Increase) in other assets                                                     (5,492)         (6,445)
       (Decrease) increase in accounts payable and accrued expenses                    (25,857)         23,392
       Increase (decrease) in tenants' security deposits                                 2,258            (150)
       Increase (decrease) in due to affiliates                                         19,894          (3,479)

                                                                                -------------------------------
Net cash flows provided by operating activities                                         16,665          83,083

Cash flows from investing activities
Additions to investment in real estate                                                 (19,745)        (11,843)
                                                                                -------------------------------
Cash flows used in investing activities                                                (19,745)        (11,843)

Cash flows from financing activities
Principal Payments                                                                     (14,012)        (13,122)
Distributions to limited partners                                                         -            (53,685)
                                                                                -------------------------------
Cash flows used in financing activities                                                (14,012)        (66,807)
                                                                                -------------------------------
Net increase in cash and cash equivalents                                              (17,102)          4,433
Cash and cash equivalents, beginning of period                                          23,281          40,413
                                                                                -------------------------------
Cash and cash equivalents, end of period                                                $6,179         $44,846
                                                                                ===============================

Supplemental disclosure of cash flow information:
     Cash paid during the period for interest                                          $76,360         $77,250

</TABLE>


                                   Signatures


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


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


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


Date:  May 15, 2002                       By:      /s/John F. Kennedy
                                                   -------------------------
                                                   John F. Kennedy
                                                   Director and President