UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-K/A
(Mark One)
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the fiscal year ended June 30, 1997
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
Commission file number 0-17094
USAA Real Estate Income Investments II Limited Partnership
(Exact name of registrant as specified in its charter)
Texas 74-2473951
(State of Organization) (I.R.S. Employer Identification No.)
8000 Robert F. McDermott Fwy., IH 10 West, Suite 600,
San Antonio, Texas 78230-3884
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(210)498-7391
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of class)
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
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not contained herein,
and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]
State the aggregate market value of the voting stock held by non-
affiliates of the registrant: Not Applicable
DOCUMENTS INCORPORATED BY REFERENCE:
Certain portions of the Prospectus of the registrant dated
February 11, 1988, as supplemented Registration No. 33-16479,
filed pursuant to Rule 424(b) or (c) under the Securities Act of
1933, are incorporated by reference in Parts I and III.
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Item 12 (a) (1) of the Registrant's Form 10-K for the
year ended June 30, 1997 is deleted and amended in its entirety
as follows:
(1) The Amended and Restated Agreement of Limited Partnership
provides that the General Partner will not be entitled to vote
such Interests on any matters submitted for the vote of the
Limited Partners, unless applicable law requires the vote of the
General Partner in order for any action to be taken by the
Limited Partners to be effective, in such case the General
Partner will vote such Interests in the same proportion as the
other Limited Partners voted on the proposed action.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, USAA REAL ESTATE INCOME
INVESTMENTS II LIMITED PARTNERSHIP has duly caused this report to
be signed on its behalf by the undersigned thereunto duly
authorized:
USAA REAL ESTATE INCOME INVESTMENTS II LIMITED PARTNERSHIP
(Registrant)
By: USAA INVESTORS II, INC.,
General Partner
By:/s/Edward B. Kelley
Edward B. Kelley
Chairman, President,
Chief Operating Officer
and Director
Date: October 9, 1997
Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the registrant and in the capacities and on the
dates indicated.
/s/Edward B. Kelley Date: October 9, 1997
Edward B. Kelley
Director, Chairman of the Board,
President and Chief Operating Officer
of the General Partner
/s/T. Patrick Duncan Date: October 9, 1997
T. Patrick Duncan
Director, Vice Chairman,
Senior Vice President - Real Estate
Operations of the General Partner
/s/Randal R. Seewald Date: October 9, 1997
Randal R. Seewald
Director, Vice President,
Secretary and Legal Counsel
of the General Partner
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