<PAGE>
<PAGE>
 
                   SECURITIES AND EXCHANGE COMMISSION

                         Washington, D.C.  20549

                          ----------------------
       
                                FORM 10-Q

           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934
                              
For the quarterly period ended SEPTEMBER 30, 1998 
Commission file number 0-20213
                                
                                
                  COMMUNITY INVESTMENT PARTNERS II, L.P.
-----------------------------------------------------------------------------
         (Exact name of registrant as specified in its charter)


         MISSOURI                                           43-1609351
-----------------------------------------------------------------------------
         (State or other jurisdiction of                 (IRS Employer
         incorporation or organization)                  Identification No.)

         12555 Manchester Road
         St. Louis, Missouri                                63131
-----------------------------------------------------------------------------
         (Address of principal executive offices)        (Zip Code)

   Registrant's telephone number, including area code      (314) 515-2000
                                                         --------------------

   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 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
                                                    ---    ---

                                   1<PAGE>
<PAGE>
               COMMUNITY INVESTMENT PARTNERS II, L.P.
                                
                              INDEX
                                
                                
                                                                  Page
                                                                 Number
          
Part I.  FINANCIAL INFORMATION
          
Item 1.  Financial Statements

         Balance Sheet                                              3
         Schedule of Portfolio Investments                          4 
         Income Statement                                           8
         Statement of Cash Flows                                    9
         Statement of Changes in Partnership Capital               10
         Notes to Financial Statements                             11
          
Item 2.  Management's Discussion and Analysis of Financial
           Condition and Results of Operations                     12
          
Part II. OTHER INFORMATION  <F*>
          
Item 1.  Legal Proceedings                                         15
          
Item 6.  Exhibits and Reports on Form 8-K                          15
                   
         Signatures                                                16
          
[FN]
<F*>     Items 2,3,4 and 5 are omitted as they are not applicable

                                   2 <PAGE>
<PAGE>

                       Part. 1. FINANCIAL INFORMATION

Item 1.     Financial Statements

<TABLE>

                         COMMUNITY INVESTMENT PARTNERS II, L.P.
                                            
                                      BALANCE SHEET
                                       (UNAUDITED)
<CAPTION>                                   
                                                                     September 30,      December 31,
                                                                         1998              1997
----------------------------------------------------------------------------------------------------
                                            ASSETS
                                            ------
<S>                                                                    <C>               <C>
Investments at Fair Value 
    (cost $1,807,912 and $1,757,091, respectively)                     $1,706,161        $1,733,229
Cash and Cash Equivalents                                                  26,613           112,496
Accrued Interest and Dividends Receivable                                  23,353            18,974
                                                                       ----------        ----------
    TOTAL ASSETS                                                       $1,756,127        $1,864,699
                                                                       ==========        ==========

<CAPTION>
                           LIABILITIES AND PARTNERSHIP CAPITAL
                           -----------------------------------

<S>                                                                    <C>               <C>
Liabilities:

Accounts Payable and Accrued Expenses                                  $    9,822        $   15,804
                                                                       ----------        ----------
    TOTAL LIABILITIES                                                       9,822            15,804
                                                                       ----------        ----------
Partnership Capital:

Capital - Limited Partners                                              1,728,723         1,830,287
Capital - General Partners                                                 17,582            18,608
                                                                       ----------        ----------
    
    TOTAL PARTNERSHIP CAPITAL                                           1,746,305         1,848,895
                                                                       ----------        ----------
TOTAL LIABILITIES AND
    PARTNERSHIP CAPITAL                                                $1,756,127        $1,864,699
                                                                       ==========        ==========
                                                         
----------------------------------------------------------------------------------------------------

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

                                   3<PAGE>
<PAGE>

                       Part. 1. FINANCIAL INFORMATION

Item 1.     Financial Statements

<TABLE>
                                 COMMUNITY INVESTMENT PARTNERS II, L.P.

                                   SCHEDULE OF PORTFOLIO INVESTMENTS
<CAPTION>
-----------------------------------------------------------------------------------------------------------------
Company                          Nature of Business                                                Fair Value
Initial Investment Date          Investment                                      Cost          September 30,
1998
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                                         <C>                  <C>
HAWK CORPORATION                 Designs, engineers, manufactures,
(Houghton Acquisition            and markets friction products and precision
Corporation)                     engineered components

    January 2, 1997              8% Convertible Promissory Note, 
                                 due 1/2/99                                  $   25,800           $   25,800

                                 8% Contingent EBITDA Promissory 
                                 Note, due 4/30/00                                    0                    0

GLOBAL SURGICAL                  Formed to acquire the Urban Microscope 
CORPORATION                      Division and the Surgical Mechanical 
                                 Research subsidiary of Storz Medical
                                 
    January 31, 1994             3,000 shares of Common Stock                   300,000              300,000
    September 30, 1995           7% Promissory Note, due 6/29/00                 45,000               45,000
    January 26, 1996             7% Promissory Note, due 1/25/01                 67,500               67,500

COMPUTER MOTION, INC.            Develops and supplies medical robotics
(RBOT)

    June 26, 1997                40,948 warrants to purchase 
                                 common stock, exercisable at 
                                 $4.569 per warrant through 5/2/03                    8                    8

    August 12, 1997              16,208 shares of Common Stock                  124,993              142,792
                                                                                       
                                 16,209 warrants to purchase 
                                 common stock, exercisable at 
                                 $7.712 per warrant, through 12/31/03               250                  250

FCOA ACQUISITION                 A chain of greeting card/
CORPORATION                      party stores which offer
(d/b/a Factory Card              a full line of products at
Outlet) (FCPY)                   everyday value prices
                                 
    July 30, 1996                26,063 Common Shares                           249,865              130,315

<CAPTION>
-----------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.


                                   4<PAGE>
<PAGE>

                       Part. 1. FINANCIAL INFORMATION

Item 1.     Financial Statements


                                  COMMUNITY INVESTMENT PARTNERS II, L.P.

                                SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D)
-----------------------------------------------------------------------------------------------------------------

Company                          Nature of Business                                                Fair Value
Initial Investment Date          Investment                                      Cost          September 30,
1998
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                                         <C>                  <C>
PERMALOK CORPORATION             Develops and sells steel pipe joining 
                                 system to the domestic underground utility 
                                 construction industry
                                 
    September 24, 1996           25,000 shares of Convertible
                                 Preferred Stock                             $  200,000           $  200,000
                                 
                                 Warrant to purchase 25,000 shares 
                                 of Convertible Preferred Stock, 
                                 exercisable at $9.60 per share, 
                                 through 7/31/03

STEREOTAXIS, INC.                Develops and markets a system by which 
                                 surgery can be conducted remotely using 
                                 computer controlled magnets
                                 
    December 30, 1996            138,889 shares of Series B 
                                 Preferred Stock                                100,000              100,000

    June 26, 1998                28,019 shares of Series C Preferred 
                                 Stock and warrants to purchase 
                                 Preferred Stock at $1.50 per share, 
                                 through 10/31/02                                42,029               42,029

     June 26, 1998               66,667 shares of Series C 
                                 Preferred Stock                                100,001              100,001

MEDICAL DEVICE                   Specializes in the development,
ALLIANCE, INC.                   manufacture and marketing of 
                                 devices for ultrasound-assisted lipoplasty
                                 
    January 24, 1997             20,000 shares of Common Stock                  100,000              100,000




<CAPTION>
-----------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
        

                                   5

<PAGE>
<PAGE>

                       Part. 1. FINANCIAL INFORMATION

Item 1.     Financial Statements
       
                                  COMMUNITY INVESTMENT PARTNERS II, L.P.

                                SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D)
-----------------------------------------------------------------------------------------------------------------

Company                          Nature of Business                                                Fair Value
Initial Investment Date          Investment                                      Cost          September 30,
1998
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                                         <C>                  <C>
ONLINE RESOURCES &               Provides a variety of inter-
COMMUNICATIONS                   active banking and financial services
CORPORATION                      to end-users and corporate
                                 customers in the banking and 
                                 financial services industry       

    March 17, 1997               1,525 shares of Series C
                                 Convertible Preferred Stock                    152,466              152,466
                                                                                       
                                 Warrants to purchase
                                 20,327 shares of Common 
                                 Stock at $3.00 per warrant, 
                                 expiring 6/1/02
                                                                                      0                    0

ADVANCED UROSCIENCE, INC.        Developing Acyst, an injectable
                                 bulking agent, for the treatment
                                 of stress urinary incontinence.

    April 7, 1997                25,000 shares of Series A
                                 Preferred Stock                                100,000              100,000

NEOCRIN COMPANY                  Research and development 
                                 of minimally invasive, 
                                 encapsulated cellular transplants
                                 for the treatment of diabetes.

    September 3, 1997            50,000 shares of Series E
                                 Preferred Stock                                100,000              100,000







<CAPTION>
-----------------------------------------------------------------------------------------------------------------

The accompanying notes are an integral part of these financial statements.
        

                                   6

<PAGE>
<PAGE>

                       Part. 1. FINANCIAL INFORMATION

Item 1.     Financial Statements

                                  COMMUNITY INVESTMENT PARTNERS II, L.P.

                                SCHEDULE OF PORTFOLIO INVESTMENTS (CONT'D)
-----------------------------------------------------------------------------------------------------------------

Company                          Nature of Business                                                Fair Value
Initial Investment Date          Investment                                      Cost          September 30,
1998
-----------------------------------------------------------------------------------------------------------------
<S>                              <C>                                         <C>                  <C>
BIOSEPARATIONS, INC.             Develops automated instrumentation 
                                 that can isolate and process cells for
                                 use in biotechnology, diagnostic,
                                 therapeutic, and clinical research 
                                 applications

    October 14, 1997             50,000 shares of Series B 
                                 Preferred Stock                                100,000              100,000

                                 Warrant to purchase 9,091 shares
                                 of Common Stock at $1.10 per 
                                 share, through 10/15/02                              0                    0

                                 Warrant to purchase 50,000 shares
                                 of Series B Preferred Stock at $0.20
                                 per share, through 1/31/01                           0                    0
                                                                             ----------           ----------

                                                                             $1,807,912           $1,706,161
                                                                             ==========           ==========    
                         
                                   

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

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

                                   7
<PAGE>
<PAGE>
                        Part. 1. FINANCIAL INFORMATION

Item 1. Financial Statements
        

<TABLE>
                              COMMUNITY INVESTMENT PARTNERS II, L.P.
                                        INCOME STATEMENT
                                              
                                          (UNAUDITED)
<CAPTION>                                     
                                           Three Months Ended                   Nine Months Ended
                                       Sept. 30,          Sept. 30,        Sept. 30,          Sept. 30,
                                          1998              1997             1998               1997
-------------------------------------------------------------------------------------------------------         
 

                                                 INCOME
                                                 ------
<S>                                    <C>                <C>              <C>                <C>
Dividend and Interest Income           $   2,491          $  6,817         $   9,806          $ 29,493
                                       ---------          --------         ---------          --------
   TOTAL INCOME                            2,491             6,817             9,806            29,493
                                       ---------          --------         ---------          --------

<CAPTION>
                                                EXPENSES
                                                --------

<S>                                    <C>                <C>              <C>                <C>
Professional Fees                          3,178             6,897            17,646            16,463
Management Fees                               --             7,285            14,325            21,679
Independent General Partners' Fees            --             3,000             2,000             9,000
Amortization of Deferred 
  Organizational Costs                        --             9,171                --            27,512
Other                                        515               515               536             2,363
                                       ---------          --------         ---------          --------   
   TOTAL EXPENSES                          3,693            26,868            34,507            77,017
                                       ---------          --------         ---------          --------

Net (Loss) before Realized Gains and 
   Unrealized (Losses) and Gains          (1,202)          (20,051)          (24,701)          (47,524)
Net Realized Gains on 
   Sale of Investments                        --             1,476                --           511,898
Net Unrealized (Losses) Gains on 
   Investments                          (126,554)          163,853           (77,889)           80,777
                                       ---------          --------         ---------          --------

   NET (LOSS) INCOME                   $(127,756)         $145,278         $(102,590)         $545,151
                                       =========          ========         =========          ========
                                                                          

Per Unit Information:
   Net (Loss) Income                   $   (1.14)            $1.29         $    (.91)         $   4.84
                                       =========          ========         =========          ========
                                                                          

   Net Asset Value (as of 
   September 30, 1998 
   and December 31, 1997)                                                  $   15.52          $  16.43
                                                                           =========          ========
                                                                                              

Units Outstanding:
   Limited Partners                                                          111,395           111,395
   General Partners                                                            1,135             1,135

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

                                   8   <PAGE>
<PAGE>
                     Part. 1. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
                               COMMUNITY INVESTMENT PARTNERS II, L.P.
                                              
                                      STATEMENT OF CASH FLOWS
                                            (UNAUDITED)
<CAPTION>
                                                                                 Nine Months Ended
                                                                      September 30, 1998   September 30, 1997
--------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>               <C>
CASH FLOWS (USED) PROVIDED BY 
OPERATING ACTIVITIES:

   Net (Loss) Income                                                       $(102,590)        $ 545,151
   Adjustments to reconcile Net (Loss) Income to Net
     Cash (Used) Provided by Operating Activities -
   Amortization of Deferred Organization Costs                                     -            27,513
   (Decrease) Increase in Accrued Expenses                                    (5,982)           16,130
   (Increase) Decrease in Accrued Interest and 
     Dividends Receivable                                                     (4,379)            1,322
   Decrease in Prepaid Expense                                                     -             2,449
   Purchase of Portfolio Investments                                        (102,421)         (452,474) 
   Sale of Portfolio Investments                                              51,600           759,511
   Unrealized Losses (Gains) on Portfolio Investments                         77,889           (80,777)
   Net Realized Gains on Sale of Portfolio Investments                             -          (511,898)
         -                                                                 ---------         ---------
   Total Cash (Used) Provided by Operating Activities                        (85,883)          306,927

CASH FLOWS USED BY FINANCING ACTIVITIES:

   Capital Distributions                                                           -          (562,650)
                                                                           ---------         ---------

   Total Cash Used by Financing Activities                                         -          (562,650)
                                                                           ---------         ---------
   
   Net Decrease in Cash and Cash Equivalents                                 (85,883)         (255,723)
 
CASH AND EQUIVALENTS, beginning of period                                    112,496           540,528
                                                                           ---------         ---------

CASH AND EQUIVALENTS, end of period                                        $  26,613         $ 284,805
                                                                           =========         =========

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

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

                                   9<PAGE>
<PAGE>
                     Part. 1. FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
                        COMMUNITY INVESTMENT PARTNERS II, L.P.
                                              
                      STATEMENT OF CHANGES IN PARTNERSHIP CAPITAL
                                      (UNAUDITED)
<CAPTION>                                              
                                              
                                     Nine Months Ended September 30, 1998 and 1997
                                               
                                   Limited Partners    General Partners     Total
-------------------------------------------------------------------------------------
<S>                                   <C>                  <C>            <C>
Balance, December 31, 1996            $1,962,730           $19,995        $1,982,725

Distribution                            (556,975)           (5,675)         (562,650)

Net Income                               539,699             5,452           545,151
                                      ----------           -------        ----------

Balance, September 30, 1997           $1,945,454           $19,772        $1,965,226
                                      ==========           =======        ==========                            
                   


Balance, December 31, 1997            $1,830,287           $18,608        $1,848,895

Net Loss                                (101,564)           (1,026)         (102,590)
                                      ----------           -------        ----------

Balance, September 30, 1998           $1,728,723           $17,582        $1,746,305
                                      ==========           =======        ==========

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

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

                                   10
<PAGE>
<PAGE>

              Part. 1.  FINANCIAL INFORMATION
                              
Item 1.  Financial Statements


               COMMUNITY INVESTMENT PARTNERS II, L.P.
                   NOTES TO FINANCIAL STATEMENTS
                              
                            (UNAUDITED)
                              
BASIS OF PRESENTATION

     Community Investment Partners II, L.P. (CIP II) is a limited
partnership which has elected to be a business development company under
the Investment Company Act of 1940, as amended. As a business
development company, the partnership is required to invest at least 70%
of its total assets in qualifying investments as specified in the
Investment Company Act. CIP Management, L.P., LLLP (Management), a
limited liability limited partnership, is the Managing General Partner
of CIP II. Management is responsible for making all decisions regarding
CIP II's investment portfolio. CIP II is no longer making initial
investments, but may continue to make follow-on investments.

     All portfolio investments are carried at cost until significant
developments affecting an investment provide a basis for revaluation.
Thereafter, portfolio investments are carried at fair value as obtained
from outside sources or at a value determined quarterly by the Managing
General Partner under the supervision of the Independent General
Partners. Due to the inherent uncertainty of valuation, those estimated
values for portfolio investments carried at cost may differ
significantly from the values that would have been used had a ready
market for the investment existed, and the differences could be material
to the financial statements. Investments in securities traded on a
national securities exchange are valued at the latest reported sales
price on the last business day of the period. If no sale has taken
place, the securities are valued at the last bid price. If no bid price
has been reported, or if no exchange quotation is available, the
securities are valued at the quotation obtained from an outside broker.
Investment transactions are recorded on a trade date basis. Income is
recorded on an accrual basis.

     The General Partners of CIP II, have amended, and Management has
agreed to amend, the Management Agreement for CIP II to clarify the
right of Management to waive all or any portion of the management fee
from time to time without any reduction in the level of services.

                                   11<PAGE>
<PAGE>
               Part. 1. FINANCIAL INFORMATION
                              
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations

               COMMUNITY INVESTMENT PARTNERS II, L.P.
                 MANAGEMENT'S FINANCIAL DISCUSSION

RESULTS OF OPERATIONS

QUARTER ENDED SEPTEMBER 30, 1998 VERSUS QUARTER ENDED SEPTEMBER 30, 1997
                  
     Losses for the three months ended September 30, 1998, were
$127,756, compared to income of $145,278 for the three months ended
September 30, 1997. Losses for the three months ended September 30,
1998, were due to an unrealized loss of $67,912 recorded for Computer
Motion, Inc. and an unrealized loss of $58,642 recorded for FCOA
Acquisition Corporation when their share prices decreased. 

     Income was derived from dividends and interest, which decreased
approximately $4,300, or 63%, from the three months ended September 30,
1997. This decrease resulted from fewer cash funds invested in
certificates of deposit and money market funds. 

     Expenses decreased approximately $23,000, or 86%, from the three
months ended September 30, 1997, primarily because no amortization
expense was incurred for deferred organizational costs, as these costs
were fully expensed in 1997. In addition, the quarterly fee paid to the
Independent General Partners was eliminated, as the Partnership is no
longer making initial investments. The Management Agreement was amended
to waive the management fee paid to the Managing General Partner. This
payment was terminated after the second quarter of 1998.

NINE MONTHS ENDED SEPTEMBER 30, 1998 VERSUS NINE MONTHS ENDED SEPTEMBER
30, 1997

     Losses for the nine months ended September 30, 1998, were
$102,590, compared to income of $545,151 for the nine months ended
September 30, 1997. The decrease in net income is primarily attributable
to the absence of gains realized on the sale of investments during the
nine months ended September 30, 1998, compared to $511,898 of gains
realized on the sale of investments during the same period in 1997.
During the nine months ended September 30, 1998, there was a net
unrealized loss of $77,889, due to unrealized losses of $50,497 recorded
for FCOA Acquisition Corporation and $27,392 recorded for Computer
Motion, Inc. when their share prices decreased.

     Dividend and interest income decreased approximately $19,700, or
67%, between the nine months ended September 30, 1998, and September 30,
1997, due to fewer cash funds invested in certificates of deposit and
money market funds. 

     Expenses decreased approximately $42,500, or 55%, primarily
because no amortization expense was incurred for deferred organizational
costs which were fully expensed in 1997. Additionally, expenses were
lower, as the quarterly fee paid to the Independent General partners was
eliminated, since the Partnership is no longer making initial
investments. However, the Partnership incurred an expense of $2,000 for
payment to the Independent General Partners for attending Board of
Directors' meetings. The Management Agreement was amended to waive the
management fee paid to the Managing General Partner. This payment was
terminated after the second quarter of 1998.

     As of September 30, 1998, unrealized losses on investments totaled
$101,751. The future income or loss of the Partnership is contingent
upon the performance of the portfolio investments.

                                   12<PAGE>
<PAGE>
               Part. 1. FINANCIAL INFORMATION
                              
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations


INVESTMENT TRANSACTIONS

Following is a summary of portfolio investment transactions during the
period ended September 30, 1998.

<TABLE>
<CAPTION>
                         Type of                                                    Realized
Company                  Transaction                       Cost       Proceeds     Gain (Loss)
---------------------    -----------                     --------     --------     ----------
<S>                      <C>                             <C>          <C>             <C>
SALES:
------
Quarter 1 ended: 
---------------
Hawk Corp. (Houghton     Payment of
  Acquisition Corp.)     Term Note                       $ 51,600     $51,600         $  0
                                                         --------     -------         ----

    Total Sales                                          $ 51,600     $51,600         $  0
                                                         ========     =======         ====

PURCHASES:
----------
Quarter 2 ended: 
---------------
Stereotaxis, Inc.        Purchase of Series C
                         Convertible 
                         Preferred Stock                 $100,001

                         Conversion of accrued 
                         interest on Note into 
                         Series C Convertible 
                         Preferred Stock                    2,420<Fa>
                                                         --------

    Total Purchases                                      $102,421
                                                         ========
<FN>
<Fa> On June 26, 1998, the Stereotaxis, Inc. 10% Convertible Promissory
     Note, due October 31, 2002 converted into 26,406 shares of Series
     C Preferred Stock. The outstanding interest on this 10%
     Convertible Promissory Note ($2,420 as of 6/26/98) was converted
     into 1,613 shares of Series C Preferred Stock. Additionally, the
     Partnership received 5,281 warrants to purchase Preferred Stock at
     $1.50 per share, exercisable through October 31, 2002.
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 1998, the partnership's total capital of
$1,746,305 consisted of $1,728,723 in limited partner capital and
$17,582 in general partner capital.  Net loss was allocated to the
limited partners in the amount of $101,564 and to the general partners
in the amount of $1,026.

     At September 30, 1998, the Partnership had $26,613 in cash and
cash equivalents.


                                   13<PAGE>
<PAGE>
               Part. 1. FINANCIAL INFORMATION
                              
Item 2.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations



SUBSEQUENT EVENTS

     There were no subsequent events.

                                   14
<PAGE>
<PAGE>

                     Part. II. OTHER INFORMATION

                COMMUNITY INVESTMENT PARTNERS II, L.P.
                             


Item 1:  Legal Proceedings
         
         The partnership is not a party to any material pending legal
         proceedings. 
         
Item 6:  Exhibits and Reports on Form 8-K

         (a) Exhibits
         None
         
         (b) Reports on Form 8-K
         No reports were filed on Form 8-K for the quarter ended September
         30, 1998.

                                   15<PAGE>
<PAGE>

                            SIGNATURES
                              
                              
     Pursuant to the requirements of the Securities Exchange Act of
1934 the registrant has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.

                              
                              
                              
                              
               COMMUNITY INVESTMENT PARTNERS II, L.P.
                              
                              
                              
    By:  CIP Management, L.P., LLLP, Managing General Partner
    By:  CIP Management, Inc., its Managing General Partner



<TABLE>
<S>                            <C>                                  <C>

/s/  Daniel A. Burkhardt 
     -----------------------   President, Treasurer and Director    November 13, 1998
     Daniel A. Burkhardt





/s/  Ray L. Robbins, Jr. 
     -----------------------   Vice-President and Director          November 13, 1998
     Ray L. Robbins, Jr.

</TABLE>

                                   16