GROWTH HOTEL INVESTORS II
NTN 10Q, 1996-08-15
HOTELS & MOTELS
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                                    UNITED STATES           OMB APPROVAL 
  
                         SECURITIES AND EXCHANGE COMMISSION OMB Number 3235-0058
                               Washington, D.C. 20549       Expires     
                                                            Estimated average 
                                                            burden

                                    FORM 12b-25         hours per response 
                                                            2.50          
      
                          NOTIFICATION OF LATE FILING SEC FILE NUMBER
                                                               0-13104
                                                            CUSIP NUMBER


(Check One):   Form 10-K     Form 20-F     Form 11-K   X Form 10-Q  Form N-SAR 


                        For Period Ending:  June 30, 1996               
                        [ ] Transition Report on Form 10-K
                        [ ] Transition Report on Form 20-F
                        [ ] Transition Report on Form 11-K
                        [x] Transition Report on Form 10-Q
                        [ ] Transition Report on Form N-SAR
                        For the Transition Period Ended:                      

    Read Instruction (on back page) Before Preparing Form.  Please Print or Type
Nothing in this form shall be construed to imply that the Commission has 
verified any information contained herein.

If the notification relates to a portion of the filing check above, identify the
Item(s) to which the notification relates:


PART I - REGISTRANT INFORMATION

                              GROWTH HOTEL INVESTORS II                

Full Name of Registrant
                                                                       

Former Name if Applicable

                        One Insignia Financial Plaza                    
      
Address of Principal Executive Office (Street and Number)

                        Greenville, SC 29602                            
      
City, State and Zip Code

PART II - RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following 
should be completed.  (Check box if appropriate)

      (a)   The reasons described in reasonable detail in Part III of this form 
            could not be eliminated without unreasonable effort or expense;
X     (b)   The subject annual report, semi-annual report, transition report on
            Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
            filed on or before the fifteenth calendar day following the 
            prescribed due date' or the subject quarterly report of transition 
            report on Form 10-Q, or portion thereof will be filed on or before
            the fifth calendar day following the prescribed due date; and
      (c)   The accountant's statement or other exhibit required by Rule 
            12b-25(c) has been attached if applicable.

PART III - NARRATIVE

State below in reasonable detail the reasons why the Form 10-K, 11-K, 10-Q, 
N-SAR, or transition report or portion thereof, could not be filed within 
the prescribed time period. (Attached Extra Sheets if Needed)

(Attach Extra Sheets if Needed)
      SEC 1344 (11-91)

PART IV - OTHER INFORMATION

(1)   Name and telephone number of person to contact in regard to this 
      notification

      Timothy R. Garrick                  864                    239-1540
            (Name)                     (Area Code)          (Telephone Number)

(2)   Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 
1940 during the preceding 12 months (or for such shorter) period that the 
registrant was required to file such reports) been filed? If answer is no,
identify report(s).
                                                                X  YES   NO


(3)   Is it anticipated that any significant change in results of operations 
from the corresponding period for the last fiscal year will      be reflected
by the earnings statements to be included in the subject report or portion 
thereof?                                                           YES  X  NO

      If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable 
estimate of the results cannot be made.


                              GROWTH HOTEL INVESTORS II.                  

                    (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned 
hereunto duly authorized.


Date  August 15, 1996                           By /s/William H. Jarrard, Jr.
                                                    William H. Jarrard, Jr.
                                                    President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative.  The name and title of the person 
signing the form shall be typed or printed beneath the signature.  If the 
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority
to sign on behalf of the registrant shall be filed with the form.


                                     ATTENTION
    Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (SEE 18 U.S.C. 1001).

                                General Instructions

1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General 
   Rules and Regulations under the Securities Exchange Act of 1934.

2. One signed original and four conformed copies of this form and amendments 
   thereto must be completed and filed with the Securities and Exchange 
   Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the 
   General Rules and Regulations under the Act.  The information contained in
   or filed with the form will be made a matter of public record in the 
   Commission files.

3. A manually signed copy of the form and amendments thereto shall be filed 
   with each national securities exchange on which any class of securities 
   of the registrant is registered.

4. Amendments to the notifications must also be filed on form 12b-25 but need
   not restate information that has been correctly furnished.  The form shall
   be clearly identified as an amended notification.

Filing of the Form 10-Q was attempted on August 14, 1996, however, the filing
was suspended due to inconsistent filing codes in original transmission.  
Notification of this error was received subsequent to 5:30 p.m., August 14,
1996.




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