BERRY & BOYLE DEVELOPMENT PARTNERS II
10-Q, 1995-11-21
REAL ESTATE
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                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q

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

               For the quarterly period ended September 30, 1995

                                       OR

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

     For the transition period from __________________ to ________________

                          Commission File No. 0-16456

                    Berry and Boyle Development Partners II
                     (A Massachusetts Limited Partnership)
             (Exact name of registrant as specified in its charter)

                            Massachusetts 04-2946004
                (State or other jurisdiction of (I.R.S. Employer
               incorporation or organization) Identification No.)

                   57 River Street, Wellesley Hills, MA 02181
              (Address of principal executive offices) (Zip Code)

                                 (617) 237-0544
              (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by  Sections  13 and 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 ___



<PAGE>
















                         PART I. FINANCIAL INFORMATION

                          Item 1. FINANCIAL STATEMENTS



<PAGE>



<TABLE>
                    BERRY AND BOYLE DEVELOPMENT PARTNERS II
                     (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                                ---------------

                                     ASSETS

                                                                                            September 30,
                                                                                                1995         December 31,
                                                                                            (Unaudited)          1994
Property, at cost (Notes 2, 3, 5, and 6):
<S>                                                                                            <C>               <C>       
  Land                                                                                         $5,148,247        $5,148,247
  Buildings and improvements                                                                   15,989,689        15,989,689
  Equipment, furnishings and fixtures                                                           1,909,476         1,588,836

                                                                                               23,047,412        22,726,772
  Less accumulated depreciation                                                               (4,244,324)       (3,934,660)

                                                                                               18,803,088        18,792,112

Cash and cash equivalents (Notes 2 and 4)                                                         425,220           193,329
Short-term investments (Note 2)                                                                   247,975           848,098
Deposits and prepaid expenses                                                                       2,472             3,887
Accounts and interest receivable                                                                      350               483
Investment in partnership (Notes 2 and 6)                                                       1,443,598         1,516,413
Deferred costs                                                                                        424            24,853
Deferred expenses, net of accumulated
  amortization of $487,630 and $472,,155 (Note 2)                                                  39,542            55,017

         Total assets                                                                         $20,962,669       $21,434,192

                        LIABILITIES AND PARTNERS' EQUITY

Mortgage notes payable (Note 7)                                                                10,015,390        10,083,673
Accounts payable and accrued expenses                                                             217,695           199,308
Due to affiliates (Note 9)                                                                          8,954            11,608
Rents received in advance                                                                           -                 4,988
Tenant security deposits                                                                           65,605            66,036

         Total liabilities                                                                     10,307,644        10,365,613

Minority Interest (Note 5)                                                                        738,360           706,420
Partners' equity (Note 8)                                                                       9,916,665        10,362,159

         Total liabilities and partners' equity                                               $20,962,669       $21,434,192





<PAGE>



                    BERRY AND BOYLE DEVELOPMENT PARTNERS II
                     (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                  (Unaudited)
                                 -------------

                                                                               Three Months Ended         Nine Months Ended
                                                                         September 30,                      September 30,
                                                              1995             1994             1995             1994
                                                              ----             ----             ----             ----
Revenue:
<S>                                                            <C>              <C>            <C>               <C>       
  Rental income                                                $653,695         $639,685       $1,954,737        $1,881,660
  Interest income                                                 7,816            8,739           31,363            26,100
  Other income                                                   15,822           21,847           43,942            63,287

        Total revenue                                           677,333          670,271        2,030,042         1,971,047

Expenses:
  General and administrative (Note 9)                            47,387           35,994          147,441           118,689
  Operations                                                    392,603          302,452          971,038           839,421
  Depreciation and amortization                                 107,336          112,829          325,139           330,237
  Interest                                                      246,409          248,697          740,898           747,597
  Equity in loss (income) from
    partnership (Note 6)                                         18,876            3,540           10,002             4,232

        Total expenses                                          812,611          703,512        2,194,518         2,040,176

Net income (loss) before minority interest                    (135,278)         (33,241)        (164,476)          (69,129)
Minority interests' equity in
  subsidiary (income) loss (Note 5)                               5,165            (925)            1,864             2,721

Net income (loss)                                            ($130,113)        ($34,166)       ($162,612)         ($66,408)

Net income (loss) allocated to:
  General Partners                                              (1,301)            (342)          (1,626)             (664)

  Per unit of Investor Limited
    Partner interest:
       36,963 units issued                                       (3.48)           (0.92)           (4.36)            (1.78)










<PAGE>



                    BERRY AND BOYLE DEVELOPMENT PARTNERS II
                     (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                  CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY

                                  (Unaudited)
                                 -------------

                                                                                              Investor           Total
                                                                             General          Limited          Partners'
                                                                             Partners         Partners          Equity

<S>                                                                             <C>            <C>              <C>        
Balance at December 31, 1993                                                    (59,083)       11,013,624       $10,954,541

Cash distributions                                                              (10,184)        (499,000)         (509,184)

Net loss                                                                           (832)         (82,366)          (83,198)

Balance at December 31, 1994                                                    (70,099)       10,432,258        10,362,159

Cash distributions                                                               (5,658)        (277,224)         (282,882)

Net income (loss)                                                                (1,626)        (160,986)         (162,612)

Balance at September 30,1995                                                   ($77,383)       $9,994,048        $9,916,665



















<PAGE>



                    BERRY AND BOYLE DEVELOPMENT PARTNERS II
                     (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                Increase (decrease) in cash and cash equivalents
                                  (Unaudited)
                                 -------------

                                                                                                          Nine Months Ended
                                                                                                            September 30,
                                                                                                1995             1994
                                                                                                ----             ----
Cash flows from operating activities:
<S>                                                                                               <C>               <C>    
  Interest received                                                                               $33,348           $30,791
  Cash received from rents                                                                      1,949,318         1,870,808
  Cash received from other income                                                                  43,942            63,287
  Administrative expenses                                                                       (150,373)         (146,844)
  Rental operations expenses                                                                    (969,131)         (814,899)
  Interest paid                                                                                 (722,562)         (747,849)

Net cash provided by operating activities                                                         184,542           255,294

Cash flows from investing activities:
  Purchase of fixed assets                                                                      (320,640)          (28,744)
  Deferred costs                                                                                   24,429          -
  Cash received from short-term investments                                                       598,138           325,281
  Distributions received from partnership                                                          62,812            84,260

Net cash provided (used) by investing activities                                                  364,739           380,797

Cash flows from financing activities:
  Distributions to partners                                                                     (282,882)         (414,892)
  Deposits                                                                                           (28)              (64)
  Contributions from the minority interest                                                         49,292             7,262
  Principal payments on mortgage notes payable                                                   (68,283)          (61,092)
  Distributions to the minority interest                                                         (15,489)           (8,667)

Net cash provided (used) by financing activities                                                (317,390)         (477,453)

Net increase (decrease) in cash and cash equivalents                                              231,891           158,638

Cash and cash equivalents at beginning of period                                                  193,329           185,083

Cash and cash equivalents at end of period                                                       $425,220          $343,721





<PAGE>



                    BERRY AND BOYLE DEVELOPMENT PARTNERS II
                     (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                Increase (decrease) in cash and cash equivalents
                                  (Unaudited)
                                 -------------


Reconciliation   of  net  income  (loss)  to  net  cash  provided  by  operating
activities:


                                                                                                          Nine Months Ended
                                                                                                            September 30,
                                                                                                1995             1994
                                                                                                ----             ----
Net income (loss)                                                                              ($162,612)         ($66,408)
Adjustments to reconcile net income (loss) to net cash
  provided by operating activities:
Depreciation and amortization                                                                     325,139           330,237
Equity in (income) loss from partnership                                                           10,002             4,232
Minority interests' equity in subsidiary income (loss)                                            (1,864)           (2,721)
Change in assets and  liabilities  net of effects from  investing  and financing
  activities:
    Decrease (increase) in accounts and interest receivable                                         2,118           (2,819)
    Decrease (increase) in deposits and prepaid expenses                                            1,415          -
    Increase (decrease) in accounts
      payable and accrued expenses                                                                 18,417            22,421
    Increase (decrease) in due to affiliates                                                      (2,654)          (19,266)
    Increase (decrease) in rent received in advance                                                 (431)           (5,468)
    Increase (decrease) in tenant security deposits                                               (4,988)           (4,914)

Net cash provided by operating activities                                                        $184,542          $255,294


</TABLE>

<PAGE>


                    BERRY AND BOYLE DEVELOPMENT PARTNERS II
                     (A Massachusetts Limited Partnership)
                                AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 --------------

                                                                           
1.  Organization of Partnership:

Berry and Boyle Development  Partners II (A Massachusetts  Limited  Partnership)
(the "Partnership") was formed on January 9, 1987. Berry and Boyle Management, a
California Limited Partnership,  ("Management"), Richard G. Berry and Stephen B.
Boyle are the General Partners.  Except under certain limited circumstances upon
termination of the  Partnership,  the General  Partners are not required to make
any additional capital  contributions.  The General Partners or their affiliates
will  receive   various  fees  for  services  and   reimbursement   for  various
organizational and selling costs incurred on behalf of the Partnership.

The  Partnership  issued all of the Original  Limited  Partnership  Interests to
Stephen B. Boyle in exchange for a capital  contribution of $100. At the time of
the original admission of Limited Partners,  the Original Limited Partner ceased
to be a Limited Partner.

On  February  13, 1987 the  Securities  and  Exchange  Commission  declared  the
Partnership's  public  offering  (the  "Prospectus")  of up to  60,000  units of
Limited  Partnership  Interests at $500 per unit (the "Units") effective and the
marketing  and sale of the  Units  commenced  shortly  thereafter.  The  initial
closing of the offering took place on June 30, 1987 at which time the holders of
5,231 Units were admitted to the Partnership. The Partnership continued to admit
subscribers  monthly  thereafter  until August 10, 1988 when it  terminated  the
offering  having  admitted  1,918  investors  acquiring  36,963  Units  totaling
$18,481,500. There were 1,925 investors at September 30, 1995.

The accompanying  consolidated  financial statements present the activity of the
Partnership for the nine months ended September 30, 1995 and 1994.

The Partnership will continue until December 31, 2010, unless earlier terminated
by the sale of all, or substantially  all, of the assets of the Partnership,  by
the dissolution  and liquidation of the joint ventures or as otherwise  provided
in the Partnership Agreement.

2.  Significant Accounting Policies:

         A.  Basis of Presentation

         The  consolidated  financial  statements  include  the  accounts of the
         Partnership  and its  subsidiaries:  The Pines on Cheyenne  Creek Joint
         Venture, Mariposa Joint Venture and Canyon View East Joint Venture. All
         intercompany   accounts  and  transactions   have  been  eliminated  in
         consolidation. The Partnership accounts for its investment in Casabella
         Associates utilizing the equity method of accounting. The Partnership's
         investment  account  is  adjusted  to  reflect  its pro  rata  share of
         profits, losses and distributions from Casabella Associates.

         The Partnership follows the accrual basis of accounting.

         B.  Cash and Cash Equivalents

         The Partnership  considers all highly liquid debt instruments purchased
         with a maturity of three months or less to be cash equivalents.

         C.  Depreciation

         Depreciation  is provided  for by the use of the  straight-line  method
         over estimated useful lives as follows:

                           Buildings and improvements                  40 years
                           Equipment, furnishings and fixtures           5 years

         D.  Deferred Expenses

         Costs of obtaining the mortgages on the properties are being  amortized
         over  the  term  of  the  related  mortgage  notes  payable  using  the
         straight-line   method.  Buy  down  fees  relating  to  permanent  loan
         refinancings (see Note 7) are being amortized over a three year period.

         E.  Offering Costs

         Costs in connection  with the offering of Units were charged to Limited
         Partners' equity upon the sale of the related Units.

         F.  Income Taxes

         The Partnership is not liable for Federal or state income taxes because
         Partnership  income or loss is allocated to the Partners for income tax
         purposes. If the Partnership's tax returns are examined by the Internal
         Revenue  Service  or state  taxing  authority  and such an  examination
         results in a change in Partnership  taxable income (loss),  such change
         will be reported to the Partners.

         G. Rental Income

         Leases require the payment of rent in advance,  however,  rental income
is recorded as earned.


<PAGE>

<TABLE>
3.  Property:

Property, at cost, consisted of the following at September 30, 1995:

                                              Initial Cost                           Costs Capitalized
                                             to Partnership                      Subsequent to Acquisition

                                               Buildings        Equipment,       Buildings       Equipment,
          Property                                and           Furnishings         and          Furnishings
         Description              Land          Improv.         & Fixtures        Improv.        & Fixtures

The Pines on Cheyenne Creek,
  a 108-unit residential
  rental complex located in
<S>                              <C>              <C>               <C>                <C>           <C>     
  Colorado Springs, Colorado     $1,865,535       $6,105,495        $657,307           $47,529       $331,071

Mariposa, an 84-unit
  residential rental 
  complex located in
  Scottsdale, Arizona             1,428,347        3,979,992         375,165            11,153         16,013

Canyon View East, a 96-unit
  residential rental
  complex located in
  Tucson, Arizona                 1,844,761        5,801,389         500,895            44,131         29,025

                                 $5,138,643      $15,886,876      $1,533,367          $102,813       $376,109

Depreciation expense for the nine months ended September 30, 1995 and 1994 and accumulated depreciation
    at September 30, 1995 and December 31, 1994 consisted of the following:

                                                                                                Accumulated
                                                                                                Depreciation
                                                               Depreciation       June 30,      December 31,
                                                                 Expense
                                                  1995             1994             1995            1994
<S>                                                <C>             <C>             <C>            <C>        
Buildings and improvements                         $299,806        $299,613        $2,683,144     $2,383,338 
Equipment, furnishings and fixtures                   9,858          15,150         1,561,180      1,551,322 

                                                   $309,664        $314,763        $4,244,324     $3,934,660 

Each of the properties is encumbered by a nonrecourse mortgage note payable (see Note 7).


3.  Property:

Property, at cost, consisted of the following at September 30, 1995:

                                                Amount at Which carried
                                                  at Close of Period

                                               Buildings     Equipment,
          Property                                and        Furnishings                   Accumulated
         Description              Land          Improv.      & Fixtures        Total      Depreciation

The Pines on Cheyenne Creek,
  a 108-unit residential
  rental complex located in
<S>                              <C>             <C>             <C>           <C>           <C>       
  Colorado Springs, Colorado     $1,865,535      $6,153,024      $988,378      $9,006,937    $1,740,705

Mariposa, an 84-unit
  residential rental 
  complex located in
  Scottsdale, Arizona             1,428,347       3,991,145       391,178       5,810,670     1,038,046

Canyon View East, a 96-unit
  residential rental
  complex located in
  Tucson, Arizona                 1,854,365       5,845,520       529,920       8,229,805     1,465,573

                                 $5,148,247     $15,989,689    $1,909,476     $23,047,412    $4,244,324


</TABLE>




4.  Cash and Cash Equivalents:

Cash and cash  equivalents at September 30, 1995 and December 31, 1994 consisted
of the following:

                                                September 30,       December 31,
                                                     1995                 1994
Cash on hand .......................             $  63,904             $  20,514
Money market accounts ..............               361,316               172,815
                                                 ---------             ---------

                                                 $ 425,220             $ 193,329

5.  Joint Venture and Property Acquisitions:

The Pines

On September 26, 1988, the Partnership and a limited partnership affiliated with
the General  Partners  (the  "Affiliated  Partnership")  acquired  The Pines,  a
108-unit  residential  property  located  in  Colorado  Springs,   Colorado  and
simultaneously  contributed  the  property to a joint  venture  comprised of the
Partnership,   the  Affiliated  Partnership  and  the  property  developer.  The
Partnership owns a majority  interest in the joint venture and,  therefore,  the
accounts and operations of the joint venture have been  consolidated  into those
of the  Partnership.  The Partnership and the Affiliated  Partnership  have been
designated the co-managing  joint venture partners of the joint venture and will
have control over all decisions affecting the joint venture and the property.

In accordance with the terms of the purchase  agreement joint venture agreement,
through  September 30, 1995, the Partnership  has contributed  $5,065,101 to the
joint venture  ($218,020 of which was  contributed in 1995),  which was used to:
(1) repay a portion of the  construction  loan from a third  party  lender,  (2)
cover operating  deficits incurred during the lease up period, (3) fund $470,870
of property  acquisition  costs and (4) pay certain  costs  associated  with the
refinancing of the permanent loan.

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed as available to each joint venture partner quarterly as follows:

         First,   to   the   Partnership   and   the   Affiliated   Partnership,
         proportionately,  an amount  equal to 11.25% per  annum,  noncumulative
         (computed  daily  on a  simple  noncompounded  basis  from  the date of
         completion  funding) of their respective capital investment (as defined
         in the joint venture agreement);

         Second, the balance 65.25% to the Partnership, 14.75% to the Affiliated
         Partnership, and 20% to the property developer.

All losses from operations and  depreciation for the joint venture are allocated
81.56%  to  the  Partnership  and  18.44%  to  the  Affiliated  Partnership,  in
proportion to their respective joint venture interest.

All profits from operations to the extent of cash  distributions  shall first be
allocated  to the  Partnership,  the  Affiliated  Partnership,  and the property
developer  in the same  proportion  as the  cash  distributions.  Any  remaining
profits  are  allocated  65.25% to the  Partnership,  14.75%  to the  Affiliated
Partnership, and 20% to the property developer.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

Mariposa

On February 3, 1989, the  Partnership  acquired a joint venture  interest in the
Mariposa Joint Venture which owns and operates an 84-unit  residential  property
located in Scottsdale,  Arizona known as Mariposa.  Since the Partnership owns a
majority interest in the joint venture, the accounts and operations of the joint
venture have been  consolidated  into those of the Partnership.  The Partnership
has been  designated the managing joint venture partner of the joint venture and
will  have  control  over all  decisions  affecting  the joint  venture  and the
property.

In  accordance  with the terms of the purchase  agreement  and the joint venture
agreement,   through   September  30,  1995,  the  Partnership  has  contributed
$3,138,028  to the joint  venture  ($14,035 of which was  contributed  in 1995),
which was used to:  (1) repay a portion  of the  construction  loan from a third
party lender,  (2) cover operating deficits incurred during the lease up period,
(3)  pay for  certain  capital  improvements,  (4)  fund  $430,474  of  property
acquisition  costs and (5) pay certain costs  associated with the refinancing of
the permanent loan.

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed,  as available,  to each joint venture partner,  not less often than
quarterly, as follows:

         First,  to  the  Partnership  an  amount  equal  to  10.6%  per  annum,
         noncumulative  (computed daily on a simple noncompounded basis from the
         date of completion funding) of the Partnership's capital investment (as
         defined in the joint venture agreement);

         Second,  the balance 70% to the  Partnership and 30% to the other joint
venture partner.

All losses from operations and  depreciation for the joint venture are allocated
99.5% to the Partnership and 0.5% to the other joint venture partner.

All profits from operations shall be allocated to each joint venture partner pro
rata in accordance  with the  distribution  of net cash from operations for such
fiscal year.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

Canyon View East

On March 8, 1989, the  Partnership  acquired an interest in the Canyon View East
Joint Venture which owns and operates a 96-unit residential  property located in
Tucson, Arizona known as Canyon View East. Since the Partnership owns a majority
interest in the joint venture,  the accounts and operations of the joint venture
have been consolidated  into those of the Partnership.  The Partnership has been
designated the managing joint venture partner of the joint venture and will have
control over all decisions affecting the joint venture and the property.

In  accordance  with the terms of the purchase  agreement  and the joint venture
agreement,  the  Partnership  has  contributed  $4,783,612  to the joint venture
through  September  30,  1995,  which was used to:  (1)  repay a portion  of the
construction  loan  from a third  party  lender,  (2) cover  operating  deficits
incurred during the lease up period,  (3) fund $523,022 of property  acquisition
costs and (5) pay certain costs associated with the permanent loan refinancing.

Net cash from  operations  (as defined in the joint venture  agreement) is to be
distributed,  as available,  to each joint venture partner,  not less often than
quarterly, as follows:

         First,  to the  Partnership  an  amount  equal  to  11.25%  per  annum,
         noncumulative  (computed daily on a simple noncompounded basis from the
         date of completion funding) of the Partnership's capital investment (as
         defined in the joint venture agreement);

         Second,  the balance 75% to the  Partnership and 25% to the other joint
venture partners.

All losses from operations and  depreciation for the joint venture are allocated
100% to the Partnership.

All profits from operations  shall be allocated to each joint venture partner in
accordance  with,  and to the  extent  of,  the  distribution  of net cash  from
operations. Any excess profits shall be allocated 100% to the Partnership.

In the case of certain capital  transactions and distributions as defined in the
joint venture  agreement,  the  allocation of related  profits,  losses and cash
distributions,  if any, would be different than as described  above and would be
effected by the relative balances in the individual partners' capital accounts.

6.  Investment in Partnership:

On September 28, 1990,  the  Partnership  contributed  $1,800,000 to purchase an
approximate 38% interest in Casabella Associates,  a general partnership between
the Partnership,  Berry and Boyle Development Partners (A Massachusetts  Limited
Partnership)   ("DPI")  and  Berry  and  Boyle   Development   Partners  III  (A
Massachusetts  Limited Partnership)  ("DPIII").  In addition to its contribution
referred to above,  the  Partnership  incurred  $268,861 of  acquisition  costs,
including $186,300 in acquisition fees paid to the General Partners.

On September 28, 1990, Casabella Associates purchased a majority interest in the
Casabella I Joint  Venture,  an Arizona  joint  venture  that owned and operated
Casabella  Phase  I, a  61-unit  residential  property  located  in  Scottsdale,
Arizona. On April 23, 1991, Casabella  Associates,  acquired a majority interest
in the  Casabella  Joint  Venture  which  owns  Casabella  Phase  II, a  93-unit
residential  community,  located  adjacent to  Casabella  Phase I. On that date,
Casabella  Associates and EW Casabella I Limited  Partnership  contributed their
interests in the Casabella I Joint Venture to the Casabella  Joint  Venture.  In
addition,  the permanent lender funded a $7,320,000 permanent loan, the proceeds
of which were used to refinance the $2,700,000  loan  pertaining to Phase I and,
together with cash contributions of Casabella Associates, repay the construction
loan for  Phase  II.  As a result of such  transactions,  by  operation  of law,
Casabella  Joint  Venture,  which is comprised of  Casabella  Associates  and EW
Casabella I Limited  Partnership,  now owns both  Phases I and II of  Casabella.
Casabella  is now  managed  and  operated  as one  single  154-unit  residential
community.

On June 30, 1992,  Casabella  Joint Venture  refinanced its original  $7,320,000
permanent  loan using the proceeds of a new first mortgage loan in the amount of
$7,300,000.  Under the terms of the new note,  monthly  principal  and  interest
payments of $61,887, based on a fixed interest rate of 9.125%, are required over
the term of the loan.  The balance of the note will be due on July 15, 1997. The
costs  associated  with this  refinancing  totaled  $112,117  and were funded by
Casabella Associates.



<PAGE>


7.  Mortgage Notes Payable:

All of the property  owned by the  Partnership  is pledged as collateral for the
mortgage  notes payable  outstanding at September 30, 1995 and December 31, 1994
which consisted of the following:

                                                    September 30,   December 31,
                                                     1995                1994
The Pines ..........................           $ 3,197,328           $ 3,218,558
Mariposa ...........................             2,888,343             2,908,154
Canyon View East ...................             3,929,719             3,956,961
                                               -----------           -----------

                                               $10,015,390           $10,083,673

On September 14, 1990, the Pines on Cheyenne Creek Joint Venture  refinanced its
$3,200,000 permanent loan together with deferred interest utilizing the proceeds
of a new first mortgage loan in the amount of $3,252,000. Under the terms of the
new  $3,252,000  note,  monthly  payments  of $29,076  including  principal  and
interest, at the rate 10%, are be payable. The balance of the note is payable on
September 15, 1997.

On September 13 and 14, 1990 the Canyon View East and  Mariposa  Joint  Ventures
refinanced their respective  $4,000,000 and $2,940,000 original permanent loans.
Under the terms of the new $4,000,000 and $2,940,000 notes,  monthly payments of
principal  and  interest,  at  the  rate  of  9.75%,  or  $35,047  and  $25,759,
respectively are payable.  The balance of the notes are payable on September 15,
1997.

Accrued  interest at September  30, 1995 and December 31, 1994  consisted of the
following:

                                                    September 30,   December 31,
                                                       1995               1994
The Pines ..............................            $ 13,322            $ 13,410
Mariposa ...............................              11,734              11,814
Canyon View East .......................              15,964              16,074
                                                    --------            --------

                                                    $ 41,020            $ 41,298
                                                    ========            ========

The aggregate  principal amounts of long term borrowings due during the calendar
years 1995 through 1997,  respectively,  are as follows,  $91,480,  $100,886 and
$9,890,788.


8.  Partners' Equity:

Under the terms of the  Partnership  Agreement  profits are allocated 98% to the
Limited Partners and 2% to the General Partners; losses are allocated 99% to the
Limited Partners and 1% to the General Partners.

Cash distributions to the partners are governed by the Partnership Agreement and
are made,  to the extent  available,  98% to the Limited  Partners and 2% to the
General Partners.

The allocation of the related profits, losses, and distributions,  if any, would
be different  than  described  above in the case of certain events as defined in
the  Partnership  Agreement,  such as the sale of an  investment  property or an
interest in a joint venture partnership.

9.  Related Party Transactions:

For  the  nine  months  ended   September   30,  1995  and  1994,   general  and
administrative  expenses included $55,963 and $50,412,  respectively,  of salary
reimbursements  paid to the  General  Partners  for certain  administrative  and
accounting personnel who performed services for the Partnership.

The officers and principal shareholders of Evans Withycombe, Inc., the developer
and  property  manager of  Mariposa,  together  hold a two and one half  percent
cumulative profit or partnership voting interest in Berry and Boyle.  During the
nine  months  ended   September   30,  1995  and  1994,   $28,508  and  $27,204,
respectively,  of  property  management  fees  were  paid or  accrued  to  Evans
Withycombe, Inc.

Berry and Boyle  Residential  Services,  the  property  manager of The Pines and
Canyon View East,  is an affiliate of the General  Partners of the  Partnership.
During the nine months ended  September 30, 1995 and 1994,  $71,464 and $69,686,
respectively,   of  property  management  fees  had  been  paid  or  accrued  to
Residential Services.



<PAGE>




                                                        -17-
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

Liquidity; Capital Resources

In connection with its capitalization,  the Partnership admitted 1,918 investors
who purchased a total of 36,963 Units  aggregating  $18,481,500.  These offering
proceeds,  net of  organizational  and offering  costs of  $2,772,225,  provided
$15,709,275  of net  proceeds to be used for the  purchase  of  income-producing
residential properties, including related fees and expenses, and working capital
reserves.  The Partnership has expended  $14,689,033 to (i) acquire its interest
in The Pines, Mariposa,  Canyon View East and Casabella joint ventures,  (ii) to
pay acquisition  expenses,  including  acquisition fees to the General Partners,
(iii) pay costs  associated  with the refinancing of the permanent loans for The
Pines,  Mariposa  and  Canyon  View  East and (iv) to cover  operating  deficits
incurred  during the initial  lease up period.  The  remaining  net  proceeds of
$1,020,242 will be used to establish working capital reserves sufficient to meet
the  future  needs  of the  Partnership,  including  contributions  that  may be
required at the various joint ventures,  as determined by the General  Partners.
As of September 30, 1995,  $425,488  cumulatively  was  contributed to the joint
ventures for this purpose ($232,055 of which was contributed in 1995).

The working  capital  reserves  of the  Partnership  consisted  of cash and cash
equivalents  and  short-term  investments.  Together  these amounts  provide the
Partnership with the necessary  liquidity to carry on its day-to-day  operations
and to make necessary  contributions to the various joint ventures.  Thus far in
1995, the aggregate net decrease in working capital  reserves was $368,232.  The
decrease  resulted  primarily  from cash  provided by  operations  of  $184,542,
distributions from Casabella  Associates of $62,812,  and contributions from the
minority  interest  of $49,292,  offset by  $320,640  of fixed asset  purchases,
distributions  to partners of  $282,882,  principal  payments on mortgage  notes
payable of $68,283 and distributions to the minority interest of $15,489.

Property Status

The Pines

As of  September  30,  1995,  the  property  was 96%  occupied,  compared to 92%
approximately one year ago. At September 30, 1995 and 1994, the market rents for
the various unit types were as follows:

                          Unit Type                        1995           1994
                          ---------                        ----           ----
One bedroom den ..............................             $775             $775
Two bedroom two bath .........................              875              875

Mariposa

The  property  was 95%  occupied  as of  September  30,  1995,  compared  to 87%
approximately one year ago. At September 30, 1995 and 1994, the market rents for
the various unit types were as follows:

                          Unit Type                       1995           1994
                          ---------                       ----           ----
One bedroom one bath .........................           $  705           $  675
Two bedroom two bath .........................              845              815
Two bedroom two bath den .....................            1,045            1,015

Canyon View East

The  property  was 86%  occupied  as of  September  30,  1995,  compared  to 93%
approximately one year ago. At September 30, 1995 and 1994, the market rents for
the various unit types were as follows:

                          Unit Type                          1995          1994
                          ---------                          ----          ----
Two bedroom two bath .............................           $865           $822
Two bedroom two bath w/den .......................            980            945
Three bedroom two bath ...........................            980            954

Casabella

As of  September  30,  1995,  the  property  was 90%  occupied,  compared to 88%
approximately  one year ago. At September 30, 1995 and 1994, the average monthly
rents collected for the various unit types were as follows:

                         Unit Type                         1995            1994
                         ---------                         ----            ----
One bedroom two bath w/den ...................           $  805           $  775
Two bedroom two bath .........................              930              895
Two bedroom two bath w/den ...................            1,136            1,068

Results of Operations

The  Partnership's  operating  results for the three months ended  September 30,
1995  consisted  of  interest  earned  on  short-term   investments  of  $6,543,
administrative  expenses of $41,987,  the  Partnership's  share of the loss from
Casabella  Associates of $18,876 and its share of the losses  allocated from the
joint ventures, as follows:

                                           Canyon          The
                                          View East       Pines        Mariposa
Revenue ..............................    $ 220,988       259,520     $ 189,304

Expenses:
  General and administrative .........        1,800         1,800         1,800
  Operations .........................      121,171       164,393       107,039
  Depreciation and amortization ......       39,213        41,314        26,809
  Interest ...........................       95,900        80,023        70,486
                                            258,084       287,530       206,134
Net income (loss) ....................    ($ 37,096)    ($ 28,010)    ($ 16,830)

The  Partnership's  operating  results for the three months ended  September 30,
1994  consisted  of  interest  earned  on  short-term   investments  of  $8,370,
administrative  expenses of $30,964,  the  Partnership's  share of the loss from
Casabella  Associates of $3,540 and its share of the losses  allocated  from the
joint ventures, as follows:

                                             Canyon         The
                                            View East      Pines        Mariposa
Revenue .............................     $ 229,809        250,393     $ 181,699

Expenses:
  General and administrative ........         1,676          1,677         1,677
  Operations ........................       104,904        122,506        75,042
  Depreciation and amortization .....        44,191         40,436        28,202
  Interest ..........................        96,822         80,760        71,115
                                            247,593        245,379       176,036
Net income (loss) ...................     ($ 17,784)     $   5,014     $   5,663

The Partnership's operating results for the nine months ended September 30, 1995
consisted   of   interest   earned  on   short-term   investments   of  $28,998,
administrative  expenses of $131,591, the Partnership's share of the income from
Casabella  Associates of $10,002 and its share of the losses  allocated from the
joint ventures, as follows:

                                          Canyon            The
                                          View East        Pines        Mariposa
Revenue ..............................    $ 678,836       750,147     $ 571,083

Expenses:
  General and administrative .........        5,144         5,306         5,400
  Operations .........................      302,914       390,409       277,715
  Depreciation and amortization ......      117,640       123,942        83,557
  Interest ...........................      288,358       240,597       211,943
                                            714,056       760,254       578,615
Net income (loss) ....................    ($ 35,220)    ($ 10,107)    ($  7,532)

The Partnership's operating results for the nine months ended September 30, 1994
consisted   of   interest   earned  on   short-term   investments   of  $24,784,
administrative  expenses of $103,948,  the Partnership's  share of the loss from
Casabella  Associates of $4,232 and its share of the losses  allocated  from the
joint ventures, as follows:

                                           Canyon          The
                                          View East        Pines        Mariposa
Revenue .............................     $ 709,282       693,755      $ 543,226

Expenses:
  General and administrative ........         4,977         4,733          5,031
  Operations ........................       274,685       347,933        216,803
  Depreciation and amortization .....       132,535       113,094         84,608
  Interest ..........................       291,060       242,753        213,784
                                            703,257       708,513        520,226
Net income (loss) ...................     $   6,025     ($ 14,758)     $  23,000


Comparison of Operating Results for the Nine Months Ended September 30, 1995 and
1994:

Interest  income  increased  20% over the  prior  period  as a result  of higher
interest  rates  on  the  Partnership's  short  term  investments.  General  and
administrative  expenses  increased  24%  due to  increased  legal  expense  and
printing and mailing expense.  Operating  expenses  increased 16% as a result of
increases in repairs and  maintenance,  salaries and wages,  and advertising and
promotion.

Thus far in 1995, the Partnership has made the following cash  distributions  to
its Partners:

                               Feb. 15        May 15       Aug. 15       Total
                               -------        ------        -----         -----
Limited Partners .......      $ 92,408      $ 92,408      $ 92,408      $277,224
General Partners .......         1,886         1,886         1,886         5,658
                              --------      --------      --------      --------

                              $ 94,294      $ 94,294      $ 94,294      $282,882
                              ========      ========      ========      ========


<PAGE>



                                            PART II - OTHER INFORMATION

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


ITEM 1.  Legal Proceedings
                Response:  None

ITEM 2.  Changes in Securities
                Response:  None

ITEM 3.  Defaults Upon Senior Securities
                Response:  None

ITEM 4.  Submission of Matters to a Vote of Security Holders
                Response:  None

ITEM 5.  Other Information
                Response:  None

ITEM 6.  Exhibits and Reports on Form 8-K
                Response:  None




                                                    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.


                                    BERRY AND BOYLE DEVELOPMENT PARTNERS II
                                   (A Massachusetts Limited Partnership)
                                   (Registrant)


                                    BY:  BERRY AND BOYLE MANAGEMENT
                                         A General Partner


                                         BY:  BERRY AND BOYLE INC.
                                              A General Partner



                                              BY:
                                                      James E. Glynn, Treasurer

Date: November 13, 1995


<TABLE> <S> <C>

<ARTICLE>                                                             5
       
<S>                                                   <C>
<PERIOD-TYPE>                                                     9-mos
<FISCAL-YEAR-END>                                           Dec-31-1994
<PERIOD-END>                                                Sep-30-1995
<CASH>                                                          425,220
<SECURITIES>                                                    247,975
<RECEIVABLES>                                                       350
<ALLOWANCES>                                                          0
<INVENTORY>                                                           0
<CURRENT-ASSETS>                                                      0
<PP&E>                                                       23,047,412
<DEPRECIATION>                                                4,244,324
<TOTAL-ASSETS>                                               20,962,669
<CURRENT-LIABILITIES>                                                 0
<BONDS>                                                               0
<COMMON>                                                              0
                                                 0
                                                           0
<OTHER-SE>                                                   10,655,025
<TOTAL-LIABILITY-AND-EQUITY>                                 20,962,669
<SALES>                                                               0
<TOTAL-REVENUES>                                              2,030,042
<CGS>                                                                 0
<TOTAL-COSTS>                                                         0
<OTHER-EXPENSES>                                              1,455,484
<LOSS-PROVISION>                                                      0
<INTEREST-EXPENSE>                                              740,898
<INCOME-PRETAX>                                                       0
<INCOME-TAX>                                                          0
<INCOME-CONTINUING>                                                   0
<DISCONTINUED>                                                        0
<EXTRAORDINARY>                                                       0
<CHANGES>                                                             0
<NET-INCOME>                                                    162,612
<EPS-PRIMARY>                                                     0.000
<EPS-DILUTED>                                                     0.000
        


</TABLE>


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